Bylaws for The Norwegian Society in Luxembourg asbl

Rita Simonsen, Anne Lise Zahl, Arild Langseth and Terje Myrland have proposed the below bylaws for The Norwegian Society in Luxembourg.

The society shall be registered in the Grand Duchy of Luxembourg in accordance with the law dated April 21, 1928 “Concernant les associations sans but lucratif et les établissements d’utilité publique”.

Part 1: Name and homeplace

The name of the society is “Den Norske Forening i Luxembourg asbl”. The society shall be registered in the Grand Duchy of Luxembourg.

Part 2: Objectives

The society’s objectives are to promote and support the members’ interest in Norwegian customs and culture as well as strengthen the ties between persons with direct or indirect connection to Norway. The society shall be neutral in political, religious and philosophical questions.

Part 3: Membership

Any person with direct or indirect connection to Norway may apply to become a member of the society. The application shall be made in writing to the president of the managing committee, hereafter called the “Committee”. The committee decides if an applicant may become a member or not. Honorary members are proposed by the committee and appointed at the general meeting. Different types of membership are possible e.g. regular members, supporting members, honorary members. Dues for the different types of membership are decided by the committee, as shown under part 8. Only regular members have the right to vote at ordinary and extraordinary general meetings.

Applications to leave the society shall be made in writing to the president of the society. Dues paid are not refundable upon departure. If a member has not paid the membership dues within 2 months after the date of billing, the membership is revoked. Members may be excluded from the society if a majority of the committee deems that the behavior of the member in major matters is contrary to the objectives and reputation of the society. The excluded member may appeal the exclusion to the next following general meeting where he/she has the right to defend his/her case and be present at the proceedings and the vote.

Part 4: General Meeting

The general meeting is the highest authority of the society. It decides upon the following matters:

• Changes of the bylaws
• Election and dismissal of members of the committee.
• Approval of the accounts.
• Election of auditor
• Appointment of honorary members
• The dissolving of the society.

A general meeting is legal when it has been announced in writing, including copies of the agenda and the accounts, at least 3 weeks prior to the meeting. The general meeting shall elect a person to chair the general meeting. The chairman of the meeting shall not be a member of the committee. Voting is done by raised arm unless more than 1/3 of the members present requests a written vote. A proposal is agreed if the majority votes in favor. Should the number of votes for a proposal be equal to the numbers of votes against the proposal the proposal is null and void. The minutes of the meeting shall be kept in the society’s annals. A copy of the minutes shall be mailed to all regular members. Others having a valid reason may request a copy of the minutes. A regular member has the right to be represented by proxy to another regular member of the society. Each member present has one vote, and may represent only one additional member by proxy. The proxy shall be in writing.

Part 5: Ordinary General Meeting

One time per calendar year – during the first quarter – an annual meeting shall be held. Proposals made under point 8 on the agenda shall be submitted in writing to the president of the society, and received no later than 12 days prior to the meeting.

• Election of chairman for the meeting.
• Summary of the society’s activities.
• Presentation of the audited accounts.
• Fixing of the membership dues for the current year.
• Election of committee members.
• Election of auditors.
• Voting on submitted proposals.
• Miscellaneous.

Members of the committee are elected for a period of three years. A committee member is elected if the majority of the members cast a vote for. The committee constitutes itself. Reelection is possible at the end of the mandate period. Auditors are elected for one year at a time. An auditor shall not be a member of the board, nor share household with a board member.

Part 6: Extraordinary General Meeting

An extraordinary general meeting may be held if the committee deems this necessary, or if a minimum of 1/3 of the regular members request in writing such a meeting with a proposal for agenda. The extraordinary general meeting shall be announced at least 14 days prior to the proposed date, and shall be held within one month after the date of the request. The extraordinary general meeting shall only consider the proposed agenda. Proxy may be used in accordance with Point 4 in these bylaws.

Part 7: The Committee

Any person who has been a regular member of the society for at least one year is eligible to serve as a member of the committee. The committee shall have an odd number of members – minimum 5, maximum 11. The committee constitutes itself immediately following the election by designating a president, a vice-president, a secretary, a treasurer and members. If during a mandate period one or more members of the committee resign, the committee may have only 4 members until the next following ordinary general meeting. The committee decides its own agenda. The president calls committee meetings. A committee meeting shall also be called if 1/3 of the committee members request a meeting. Such a meeting shall be held no later than 8 days after the request has been received. The committee can make decisions when 2/3s of the members are present. Only the members present have the right to vote. If the number of votes for a proposal is equal to the number of votes against, the president has two votes.

The committee may appoint sub-committees for specific tasks and/or projects. Such sub-committees may comprise regular members, supporting members as well as persons who are not members of the society. The committee decides a budget for the project. The sub- committee shall present a detailed account for the project.

The committee has broad freedom in running and directing the society. For contracts and/or other types of commitments as well as payments in excess of LUF 3’000.-, at least two members of the committee shall co-sign the payment order, contract / commitment. Outlays are refunded against the presentation of a regular receipt.

Part 8: Membership dues, Accounting and Audit

The membership dues are decided by the general meeting. The dues are paid annually, and shall amount to not less than LUF 500,-/year ( 12.50 EURO /year) and not exceed LUF 10’000,-/year (250.-EURO/year). Dues paid are not refunded to persons leaving the society. For honorary members dues are not mandatory. Accounts shall be kept covering the society’s income and expenditures. The fiscal year follows the calendar year. The annual financial summary for the society shall be presented to the general meeting for approval.

Part 9.: Changes to the Bylaws

Changes to the bylaws shall be made at an extraordinary general meeting. This meeting may be held at the same time as the ordinary general meeting. Proposed changes shall be included with the invitation to the extraordinary general meeting. Proposed changes are approved if 1/3 of the members is represented at the vote and 2/3s vote in favor of the proposal. 
If at the first extraordinary general meeting less than 1/3 of the members is represented, a second extraordinary general meeting shall be called. At the second extraordinary general meeting proposals are approved regardless of the number of members present if 2/3s of the members vote in favor of the proposal.

Part 10.: Discontinuance

A discontinuance of the society shall be in effect if, in an extraordinary, for this purpose only general meeting, 2/3s of the active members are present and 3/4s of the members vote for the discontinuance. Should not enough active members be present, a second extraordinary general meeting shall be called within 3 weeks of the first meeting. The society shall be discontinued if during the second meeting, regardless of the number of members present, 2/3s of the members vote for discontinuance.

In case of discontinuance the society’s assets shall be transferred on to a humanitarian organization. The committee decides to which organization(s) the assets shall be transferred.

Approved on the founding general meeting in Luxembourg on January 26, 2000

Arild Langseth, Terje Myrland, Arne-Knut Ottestad, Edel Rollman, Fernand Schmit, Eva Schmit-Lindstrøm, Anne-Lise Zahl-Sørensen.