Statutes for the Norwegian Venture Capital & Private Equity Association
Statute 1 Name
The association’s name is the Norwegian Venture Capital & Private Equity Association, abbreviated to Norsk Venture or NVCA and with the sub–title “association for venture capital and private equity funds in Norway”.
Statute 2 Objects
The NVCA is an idealistic interest organisation for active equity funds in the seed capital, venture capital and private equity sectors operating in Norway. This sector embraces players who exercise active ownership through long–term, purposeful investment activity in business start–ups, enterprises in the early⁄growth phases, or in companies being restructured.
The association has the following objects:
- to create greater understanding of the importance of the private equity sector for new business formation and future growth among the political authorities, investors seeking professional supervision and society as a whole
- to establish a strong interest organisation which can bring the industry’s collective influence to bear on policies governing its activities, and promote collective expertise enhancement and development
- to build networks between private equity companies in Norway and abroad, and to establish effective collaboration with communities which need the industry’s expertise
- to strengthen the supply of capital to the industry
- making acquisitions is not one of the association’s objects.
Statute 3 Legal entity. Limited liability
The association is a self–owning and independent legal entity with impersonal and limited liability.
Statute 4 Members
An application for membership of the association must be addressed to the board. The board will assess applications and grant or refuse membership at its sole discretion. Two categories of membership exist: primary and associate.
The membership fee is determined by the annual meeting. Membership of the association becomes valid on and will be calculated from the day the fee is paid. Members who have not paid their fee within two months of the due date will be considered to have resigned from the association. The board determines whether a lapsed member should be allowed to rejoin.
Membership of the NVCA imposes an obligation on members to observe the association’s code of ethics. Members must work to achieve the association’s objects, and observe its statutes as well as decisions taken under these. Members can be suspended and⁄or excluded for breaches of the ethical code or if they cease in some other way to satisfy the criteria for primary membership of the association. The same or other relevant reactions can be considered should the breach of the ethical code be made by a related business in the same group or group–like association, and the said breach is regarded as potentially damaging to the association’s reputation. Breaches of the association’s ethical code will be considered by its ethics board. A final decision on suspension or exclusion rests with the board of the association.
Membership of the NVCA is open to independent, professional management companies in which investment in new ventures, company growth or corporate restructuring plays a significant role, which exercise active ownership, which have at least NOK 100 million in capital under management, and which have investment in Norway as a substantial part of their overall business.
Associate membership is open to other enterprises, organisations providing services to the private equity sector, and other businesses interested in the private equity business which wish to support the association’s work.
Statute 5 Annual meeting
Supreme authority in the association is vested in the annual meeting, which takes place each calendar year in the January–May period. The annual meeting is called by the board with one month’s notice sent directly to the members. Matters for consideration by the meeting must be submitted to the board at least two weeks before the date of the meeting. A full agenda must be available to the members at least one week before the meeting. All members of the association are entitled to attend the meeting. The meeting is quorate with the number of members who attend. Only primary members have the right to vote at the meeting. Associate members have the right to attend and speak. Nobody may cast more than one vote, and votes can be cast by proxy. A chair is elected by the meeting. The chair does not need to be a member of the association.
The annual meeting cannot consider matters which are not on the agenda unless three–quarters of the members in attendance vote in favour. Such decisions can only be taken in connection with the motion to approve the agenda.
Statute 6 Duties of the annual meeting
The annual meeting will:
- approve the annual report for the association
- consider the association’s future plans
- adopt the association’s audited accounts
- determine the membership fee
- consider motions submitted, including motions to amend the statutes
a) members of the board
b) the auditor
c) the nomination committee
d) members of the ethics board
Statute 7 Voting at the annual meeting
Unless otherwise resolved, a resolution must be approved by an ordinary majority of the votes cast in order to be valid. Blank ballots are treated as abstentions. Elections are conducted by written ballot when more than one candidate is nominated. Only nominated candidates can be entered on the ballot paper. If several candidates are to be elected in a single vote, the ballot paper must contain the various candidates up for election in that vote. Ballot papers left blank, or which do not contain nominated candidates or a different number of candidates than are to be elected, are treated as spoilt and excluded from consideration.
In elections to honorary offices, the candidate(s) receiving the largest number of votes (relative majority) will be elected.
Statute 8 Extraordinary annual meeting
An extraordinary annual meeting is held when required by the board or at least one–third of the members entitled to vote. It must be called in the same way as an ordinary annual meeting, with at least 14 days notice.
Statute 9 Board
The association is led by a board which exercises supreme authority between annual meetings.
The board is elected by the annual meeting and will consist of six – eight members. The board is elected for a two–year period. Half the members will be up for election at each annual meeting.
The board will elect a chairman.
The board will:
a) implement the resolutions and decisions of the annual meeting
b) manage and supervise the association’s finances
c) represent the association externally.
Power of attorney rests with the chairman and one other board member. The board will hold at least four meetings per year. Notice of a board meeting must be provided at least one week in advance. The board is quorate when a majority of its members are present. Resolutions are adopted with a majority of the votes cast. In the event of a tied vote, the chairman will cast a deciding vote.
Statute 10 Secretariat
The board is responsible for establishing an independent secretariat. This will maintain proactive contact with government authorities, exercise day–to–day management of the association’s activities, keep the accounts, maintain contact with corresponding international organisations and support the members with statistics. The board will adopt instructions for the secretariat.
Statute 11 Election committee
The annual meeting will elect an election committee of three members, which will nominate new board members, a new auditor, members of the ethics board and members of the election committee when new elections are to be held. The members of the election committee do not need to be members of the association.
Statute 12 Ethics board
The annual meeting will elect an ethics board comprising three members and an alternate. The board can investigate circumstances relating to breaches by members of the association’s code of ethics, either on its own initiative or at the request of others. The board makes an independent assessment and submits its conclusions to the board with a recommended reaction. Such a reaction can take the form of a written expression of regret, suspension or exclusion.
Statute 13 Amending the statutes
Amendments to these statutes can only be made at ordinary or extraordinary annual meetings with two–thirds of the votes cast. Such amendments take effect immediately.
Statute 14 on winding–up, mergers and division cannot be amended.
Statute 14 Winding–up. Merger. Division
A resolution to wind up the association can only be considered by an ordinary annual meeting. Should such a resolution be carried by a majority of at least two–thirds, an extraordinary annual meeting must be called three months later. For the association to be wound up, the resolution must again be carried by this meeting with a two–thirds majority. A winding–up board can be elected to carry out this process. The regular board can be elected as the winding–up board, and will discharge this role if no election is held. Following the winding–up and settlement of debts, the assets of the association will be applied to the objects which the association works to promote by being transferred to one of several existing foundations devoted to supporting the education of individuals outside Norway with a view to benefiting Norwegian private equity activities. Should no such foundation have been established, one can be created.
No member has any claim to the association’s funds or a proportion of these. Mergers with other associations or a division of the association are determined in accordance with the rules on amending the statutes (statute 13). In this context, the board will draw up a plan for a merger⁄division and put it to the vote at the annual meeting. In the event of a merger or division, the consent of the association’s creditors must be obtained.