Articles of Association for Norwaco

Norwaco is an economic association without an independent commercial purpose. Members are not liable to creditors for Norwaco’s obligations. 

Norwaco’s registered address is in the City of Oslo. 

Norwaco represents the rights of creators (including photographers, cf. section 23 of the Copyright Act), performing artists and producers of audio and audiovisual works, and shall act in the best interests of these rights holders. 

Norwaco’s role is to manage the financial rights of creators, performing artists and producers that Norwaco has been entrusted to manage by agreement, authorisation or pursuant to law. Norwaco shall only undertake the management of copyright and related rights where collective management is appropriate or required by law. 

Based on the rights assigned for management, Norwaco may conclude agreements for their use, and collect and distribute remuneration for such use among rights holder categories, as well as to individual external rights holders making claims under Section 64, second paragraph of the Copyright Act or under an indemnity clause. Norwaco shall distribute compensation for private copying among the categories of rights holders. 

Norwaco may pursue unauthorised use of the rights it manages, either through dispute resolution bodies or through the ordinary courts. 

Norwaco shall seek to ensure equal treatment of Norwegian and foreign rights holders in accordance with the requirements for national treatment under international conventions.

Organisations representing rights holders whose works, performances or productions are used in Norway, within at least one of Norwaco’s areas of management, may be admitted as members of Norwaco. The right of representation must be documented.

The Annual General Meeting admits new members on the recommendation of the Board.  Members may be admitted by the Board with effect until the next Annual General Meeting. In both instances, admission requires a two-thirds majority of the votes cast. Blank votes are not counted.

Each member organisation pays an annual membership fee determined by the Annual General Meeting.  The Annual General Meeting may also set other fees, such as enrolment fees and annual fees for the management sectors.

Member organisations have the right to communicate electronically with Norwaco, and to exercise their membership rights electronically.

Member organisations are responsible for distributing and paying remuneration funds from Norwaco to rights holders. 

Member organisations that receive or are allocated remuneration funds from Norwaco shall determine their general principles for distribution and deductions, including the deduction amounts, within the framework of the Act on Collective Management of Copyright etc. and Norwaco’s general principles. Member organisations shall ensure that rights holders are given the opportunity to participate in decisions regarding distribution and deductions.

Member organisations that receive or are allocated remuneration funds from Norwaco are subject to the provisions of the Act on Collective Management of Copyright etc. (CMC) concerning the management of remuneration funds (CMC Chapter 5), the distribution and payment of rights remuneration under representation agreements (CMC Section 25, third paragraph), the provision of information to rights holders regarding the management of their rights (CMC Section 32), as well as supervision, penalty fines, coercive fines and registration obligations (CMC Sections 49–52), cf. CMC Section 2, fifth paragraph. Furthermore, the member organisations are obliged to prepare a transparency report in accordance with CMC Section 2, sixth paragraph, cf. Section 36 and Sections 49–52.

Norwaco is not responsible for the member organisations’ activities pursuant to section 1.4.1 above.

Norwaco shall comply with relevant obligations to the member organisations pursuant to, among other things, CMC Section 32(2). 

Member organisations are obliged to provide Norwaco with all relevant information regarding the member organisations’ distribution and use of remuneration funds, as requested by Norwaco. 

Norwaco has the following governing bodies:

- Annual General Meeting

- Board of Directors

- Management sectors

The Annual General Meeting is Norwaco’s highest authority.

The Annual General Meeting consists of representatives of the member organisations.  Representatives must have written authorisation from the organisations they represent unless the representative is the CEO or chair of the board of the member organisation they represent. Each member organisation may be represented by two representatives. 

Each member organisation is entitled to one vote. 

Unless otherwise specified in the Articles of Association, all decisions are made by a simple majority of the votes cast. Blank votes are not counted. In the event of parity of votes, a new vote shall be held. This shall be conducted in writing. If there is also parity after the second vote, the proposal under consideration is rejected, as it is deemed not to have received the necessary majority. In elections where there is parity of votes after a second round of voting, the result is determined by drawing lots. 

The ordinary Annual General Meeting is held by the end of May every year. The Annual General Meeting forms a quorum when at least half of the member organisations are represented at the start of the meeting. If the Annual General Meeting is not quorate, an extraordinary general meeting is held in accordance with the provisions set out in section 2.2.

The following items shall be considered by the Annual General Meeting:
(1)    Election of a person to chair the meeting
(2)    Election of a person to record the minutes
(3)    Election of two people to sign the minutes     
(4)    Annual report, presented by the Board of Directors
(5)    Financial statements with auditor’s report
(6)    Transparency report
(7)    Individual declarations of conflicts of interest
(8)    Directors’ fees
(9)    The Board’s proposal
(10)  Proposal from the management sectors
(11)  Proposal from the member organisations
(12)  Elections:
Election of board members and personal deputies.
Election of chair of the Board from among the elected board members.
Election of six members to the Nomination Committee, two from each of the rights holder groups: creators, performing artists and producers. Efforts shall be made to ensure wide representation from the different artistic expressions. By artistic expression is meant the performing arts, film, the visual arts, literature and music.
Election of members to the Arbitral Tribunal.
Election of auditor.
 

The Annual General Meeting shall determine Norwaco’s general principles for 
(1) distribution of remuneration to categories of rights holders 
(2) use of non-distributable amounts 
(3) deductions from income from rights and any income derived from the investment of such income. 

The Annual General Meeting shall determine Norwaco’s general investment and risk management strategy.

The Annual General Meeting shall approve
(1) Purchase, sale or mortgaging of real property
(2) Mergers, alliances, establishment of subsidiaries and acquisition of other entities or rights in other entities
(3) Borrowing, lending or loan guarantees

The Annual General Meeting may decide to delegate one or more of the duties listed in the first paragraph to the Board. 
 

The Annual General Meeting may appoint a separate committee of three representatives to review the Board’s dispositions and report to the next ordinary Annual General Meeting or, if applicable, Extraordinary General Meeting.

The Annual General Meeting is prepared by the Board. Member organisations shall be notified of the Annual General Meeting no later than six weeks before the meeting is held. The meeting documents shall be distributed at least three weeks prior to the meeting.  The meeting documents shall include the recommendations of the member organisations and the Nomination Committee’s proposals for appointments and elections to be made at the Annual General Meeting. The Board’s budget shall be included in the meeting documents.

The Board is obliged to ensure that proposals from member organisations and management sectors, submitted to the Board before 1 February, are included on the agenda. Proposals submitted later may only be considered if approved by the Board or if the Annual General Meeting adopts them by a four-fifths majority of the votes cast. Blank votes are not counted.

An Extraordinary General Meeting is held if requested by at least one-quarter of the member organisations or by the Board.

An Extraordinary General Meeting shall be convened with at least four weeks’ notice.  The notice of the meeting is accompanied by the Board’s proposed agenda. The meeting may only consider the items set out in the Board’s proposed agenda. The Extraordinary General Meeting forms a quorum when at least half of the member organisations are represented at the start of the meeting. If the meeting is not quorate, a new notice may be issued with at least two weeks’ notice, and the meeting shall then be deemed quorate regardless of the number of member organisations represented.

Norwaco is governed by the Board of Directors. The Board is Norwaco’s highest authority between Annual General Meetings.

The Board shall prepare items for the Annual General Meeting and follow up the resolutions adopted by the Annual General Meeting. 

The Board is responsible for Norwaco’s internal control function in accordance with the Act on Collective Management of Copyright etc., Section 14.

The chair of the Board and one member of the Board sign jointly for Norwaco.

The Board appoints the executive director and establishes instructions for the position. The Board grants the executive director powers of procuration.

The Board shall perform the duties related to Norwaco’s management sectors as set out in Article 4. 

The Board decides on management, distribution and payment to rights holders, funds or organisations, of remuneration and compensation collected by Norwaco under licenses or specific agreements on behalf of parties other than members of the member organisations. 

In areas that fall outside established management sectors, the Board may, after consulting with member organisations with a particular interest in the relevant area, appoint a Negotiations Committee and approve agreements.

In areas of limited financial and fundamental importance that fall within established management sectors but outside applicable standard agreements or where no standard agreements exist, the Board may authorise the administration to negotiate and conclude agreements.

The Board may exercise control over payments and the further distribution of remuneration in accordance with the law, regulations or general principles governing oversight of such remuneration. 

The Board may decide that a payment agreement shall be concluded between Norwaco and member organisations that receive or are allocated remuneration funds. Concluded payment agreements may be terminated with three months’ notice.

The Board consists of ten members, with personal deputies. 

The Board elects a deputy chair from among its members.

The Board may have an Executive Committee consisting of the chair, deputy chair and one board member elected by the Board.  The mandate of the Executive Committee shall be determined by the Board in a separate set of instructions.

The members of the Board are elected for a two-year term, with half of the members up for election each year, distributed among the membership groups as follows:

Three from the organisations for:
- performing artists

Two from the organisations for:
- creators of literary works

One from each of the organisations for:
- creators of music
- creators of visual and audiovisual works
- producers of literary works
- producers of music 
- producers of audiovisual works

Personal deputies are elected for the same term of office.

Only members, board members, employees or executives of Norwaco’s member organisations are eligible for election to the Board. 

For organisations that have companies as members, employees, board members and executives of those member companies are also eligible for election.

A member of the Board who is no longer a member, board member, employee or executive of a member organisation must resign from the Board. In such case, the deputy member shall assume the board position until the next ordinary Annual General Meeting. If a deputy member resigns, no changes are made until the next ordinary Annual General Meeting. 

Board members shall annually submit an individual declaration regarding conflicts of interest etc., containing the information required under Section 15, third paragraph of the Act on Collective Management of Copyright etc., cf. Section 14, third paragraph. The declaration shall be submitted to the administration no later than three months after the end of the financial year.

The chair or, if applicable, deputy chair, is responsible for convening board meetings. A Board meeting shall also be convened if requested by, at least, three board members.          

The Board constitutes a quorum when the chair or, in their absence, the deputy chair, and at least six board members or their deputies are present.

Voting is decided by a simple majority unless otherwise specified.  In the event of parity of votes, the chair or, in their absence, the deputy chair has the casting vote.

Minutes are taken of all board meetings.

Norwaco’s employees have the right to participate in Board meetings with one observer who has the right to speak and table proposals. The Board establishes instructions for the observer.

The executive director manages Norwaco’s day-to-day operation in accordance with the Board’s guidelines.

The administration shall assist the individual management sectors. 

The executive director shall annually submit an individual declaration regarding conflicts of interest etc., containing the information required under Section 15, third paragraph of the Act on Collective Management of Copyright etc.

A board member must not participate in the consideration or decision of any matter that affects them or a close associate to such an extent that the member is deemed to have a significant personal or financial interest in the matter or where any other reason raises questions regarding the member’s impartiality. This also applies to the executive director. If a board member is in doubt about their own impartiality, the matter shall be considered by the full Board. The conclusion regarding the issue of impartiality shall be recorded in the minutes.

A board member shall furthermore not participate in the consideration or decision of any matter concerning a loan or other credit facility for themselves or the provision of security for their own debt. This also applies to the executive director.

A separate sector is established for each management area.

Sectors are established by the Board when it considers an area suitable for collective management.

The sector must be defined as unambiguously as possible, and any new sector must not overlap with already established sectors.

Member organisations that have entered into a management agreement with Norwaco, cf. section 4.2, and can document the right to manage rights within the management area, may be admitted as members of the sector. 

Applications for membership in sectors are submitted to and decided by the Board. 

If the application is rejected, the applicant may request that the Board present the matter, together with the Board’s and the applicant’s respective reasons, to the next Annual General Meeting.

The voting rules in the sector are the same as those of the Annual General Meeting, cf. section 2.1.4, except that sections 4.3.1 and 4.4.1 apply in the event of any change to the management area or the dissolution of the sector. 

The Board may adopt detailed procedural instructions for each individual sector. The Board also adopts amendments to the instructions. 

The activities of the sectors shall be reported in Norwaco’s annual report. 

A management agreement shall be established for each sector. A management agreement may also include more than one sector. The management agreement shall specify the management assignments, dispute resolution mechanisms, rules for how the management agreement may be terminated, as well as a clause on accession to Norwaco’s arbitration scheme, cf. Article 6. 

The Board adopts and terminates management agreements. Before a decision is made, the draft shall be discussed with member organisations that have a relevant interest in the sector. 

The board can only amend the management areas for the established sectors with the consent of at least a two-thirds majority of the member organisations in the affected sectors.

The Board may dissolve sectors.

A written proposal to dissolve a sector shall be sent by the Board to all member organisations in the relevant sector at least two months in advance.  The proposed dissolution must be approved within the relevant sector by a three-quarters majority of the votes cast. Blank votes are not counted. The resolution is not valid until it has been approved by the Board. The Board may only overturn a sector’s dissolution decision with a two-thirds majority vote. 

The sector may ask the Board to negotiate on specific matters. 

The Board appoints a Negotiations Committee for a specified period and grants it a mandate to negotiate. The members of the relevant sector shall be given the opportunity to provide input on the mandate and to propose candidates for the Negotiations Committee. 

The Negotiations Committee is chaired by Norwaco’s executive director or by a person appointed by them. 

The Negotiations Committee presents the results of the negotiations to the Board for approval. 

The Board decides whether a case shall be brought before dispute resolution bodies or the ordinary courts. 

Each sector shall have a distribution committee responsible for preparing and submitting proposals for the allocation of remuneration funds within the sectors. The Distribution Committee is elected at the first sector meeting of the calendar year. 

Each Distribution Committee shall consist of up to six members elected by the sector. 

The Distribution Committee shall consist of an equal number of representatives from each of the rights holder groups represented in the sector. By rights holder groups is meant creators, performing artists and producers.

Efforts shall be made to ensure wide representation from the different artistic expressions. By artistic expression is meant the performing arts, film, the visual arts, literature and music.

The Distribution Committee shall have a chair and deputy chair to lead internal meetings and meetings with the organisations. The chair and deputy chair are elected by the sector. 

Only members, board members, employees or executives of the member organisations that are members of the relevant sector are eligible for election to the Distribution Committee. For member organisations that have companies as members, employees, board members and executives of those member companies are also eligible for election. 

Members of the Norwaco Board and their deputies are not eligible for election to the Distribution Committee, with effect from the 2028 Annual General Meeting.

If a member of the Distribution Committee no longer meets the eligibility criteria, a replacement shall be elected. 

The Distribution Committee is elected for a term of two years. Members of the Distribution Committee are independent and cannot be bound by instructions from the organisation they represent. 

Each member of the Distribution Committee has one vote. The Distribution Committee has a quorum when all the rights holder groups mentioned in section 5.1.2 are represented and the chair or deputy chair is present. Distribution Committee decisions are made by a simple majority.

The distribution of remuneration in Norwaco’s sectors shall take place within the framework set out in the Act on Collective Management of Copyright etc., as well as in accordance with the general principles for remuneration distribution decided by the Annual General Meeting. 

The Distribution Committee prepares proposals for the distribution remuneration within the sector. The proposals must be justified. The Distribution Committee then convenes the sector’s members for a distribution meeting and presents its proposals to the sector.

Following the recommendation of the Distribution Committee, the sector’s members may decide that the Committee’s proposal be considered in writing without convening a meeting. 

If agreement is not reached among all members of the sector regarding the distribution, the Distribution Committee shall request that the sector’s members submit written and substantiated claims within two weeks. If no such claims are received by the deadline, the Distribution Committee’s proposed distribution under section 5.2.2 is considered approved by the sector. The sector’s members shall be notified of any submitted claims, with copies provided. At the same time, a deadline of two weeks is set for responding and, where applicable, for indicating agreement with the submitted claims. The sector’s members shall be notified of any submitted responses, with copies provided.

Voluntary mediation shall be conducted between those members of the sector affected by the claims from the members. The mediation is led by an external mediator, appointed by the administration. The mediator must have relevant expertise and experience in mediation. 

Mediation must be concluded no later than four weeks after the expiry of the response deadline set out in section 5.2.3. 

Norwaco shall have a Distribution Board that can determine distribution among the sectors’ members. The Distribution Board consists of a chair and two members, all of whom are appointed by Norwaco’s executive director. Persons eligible for Norwaco’s Board and Distribution Committee, as well as Norwaco’s administration employees, cannot be appointed to the Distribution Board.

The administration assists the Distribution Board.

If mediation under section 5.3 has not been conducted or has not led to agreement, members who disagree with the Distribution Committee’s proposal under section 5.2.2 shall submit written and substantiated claims, unless such claims have already been submitted under section 5.2.3. New claims shall be submitted two weeks after it becomes clear that mediation under section 5.3 will not be conducted or has not led to agreement.

The sector’s members shall be notified of any submitted claims, with copies provided. At the same time, the Distribution Committee shall set a one-week deadline for submitting a response and, where applicable, for indicating agreement with the submitted claims. The sector’s members shall be notified of any submitted responses, with copies provided.

The Distribution Committee shall, within two weeks after the response deadline, determine the distribution by written decision, which shall be sent to the sector’s members and to Norwaco’s Board. The Distribution Committee’s decision shall specify which claims have been considered and shall include the reasons for their decision.

The Distribution Board's distribution decision will be binding if it is not brought before the Arbitral Tribunal. An arbitration case is initiated when one of the sector’s members submits a written statement of claim to Norwaco’s Arbitral Tribunal no later than four weeks after the Distribution Board’s distribution decision has been sent to the sector’s members. The Arbitral Tribunal shall promptly acknowledge receipt of the request for arbitration. 

Only claims concerning matters that have been explicitly submitted to the Distribution Board may be brought before the Arbitral Tribunal.

The rules on judicial recess in the Courts Act shall apply correspondingly to the deadlines set out in sections 5.2, 5.3 and 5.4. 

The Annual General Meeting determines the rules of procedure for mediation and the Distribution Board. 

Norwaco has an Arbitral Tribunal consisting of three permanent members and one deputy member, who are elected for a term of two years.

The members of the Arbitral Tribunal are elected by the Annual General Meeting on the recommendation of the Board. Before making its recommendation, the Board shall obtain proposals from the member organisations. At least two of the members, including the chair, must hold a law degree. At least two members must have particularly in-depth knowledge of copyright.

The Arbitral Tribunal settles disputes in distribution issues that concern Norwaco’s member organisations or their members. 

The competence of the Arbitral Tribunal shall consist of reviewing distribution decisions made by the Distribution Committee at the request of the sector’s members. The Arbitral Tribunal may only consider claims that have been explicitly submitted to the Distribution Board and shall either uphold its decision or issue a new distribution decision within the scope of the claims submitted.

The Arbitral Tribunal may reject claims submitted by only one or two member organisations, unless it finds that the claim is of significant importance to the relevant organisation(s).

The Arbitral Tribunal may only decide disputes other than distribution matters if this is explicitly provided for in the Articles of Association, the management agreement, other agreements between the member organisations or if the parties to the dispute agree to submit the dispute to the Tribunal’s decision. In any such case, the Arbitral Tribunal shall provide written confirmation of its consent to hear the matter. The Arbitral Tribunal shall not consider matters in which decisive authority, under the Articles of Association or internal agreements, has been delegated to other bodies within Norwaco. 

Individual rights holders may not bring a case before the Arbitral Tribunal. 

In its work, the Arbitral Tribunal shall ensure that there is no unjustified discrimination between Norwegian and foreign rights holders, that international conventions and standards are observed, and that the interests of minority groups are not unduly disregarded.

The general rules for initiating and conducting arbitration cases shall be established by the Annual General Meeting.  Otherwise, the Arbitral Tribunal determines its own rules of procedure and assesses its own impartiality. The provisions of the Arbitration Act shall apply unless otherwise provided in these Articles of Association or by the Annual General Meeting. 

The decision of the Arbitral Tribunal is final and binding on the parties.

The costs of proceedings before the Arbitral Tribunal, including its remuneration, reimbursement of expenses and other legal costs, shall be borne by and allocated among the parties in accordance with Chapter 8 of the Arbitration Act (Act No. 25 of 14 May 2004) or any subsequent legislation replacing it.

Amendments to the Articles of Association may only be adopted by the Annual General Meeting with a two-thirds majority of the votes cast. Blank votes are not counted.

Amendments to the Articles of Association enter into force immediately.

A proposal to dissolve Norwaco must be approved at an Annual General Meeting by a two-thirds majority of the votes cast and subsequently confirmed at the following Annual General Meeting by a simple majority. Blank votes are not counted.

The dissolution resolution shall include a provision on how Norwaco’s assets and any liabilities are to be distributed.