Bylaws for Friverk

§ 1 Name and legal form

The name of the association is Friverk.

Friverk is an independent, nonprofit and self-owning association.

§ 2 Purpose

Friverk's purpose is to strengthen voluntary organisations and other nonprofit actors through development, innovation and practical solutions, with particular emphasis on activity that promotes nonprofit and socially beneficial purposes.

The Association shall in particular develop, collect, manage and make digital solutions available. It may also develop and communicate other tools, resources, methods and expertise that enable voluntary and nonprofit actors to organise, collaborate, carry out and further develop their activities.

Friverk's work shall be based on genuine needs in the voluntary sector. Its activities shall benefit voluntary and nonprofit actors regardless of membership in Friverk.

The Association may conduct professional, methodological, competence-building, project, service and collaborative activities when these promote its purpose.

§ 3 Nonprofit nature, independence and use of funds

Friverk does not have financial profit as its purpose. The Association's income, surplus, assets and other resources shall be used to promote its purpose.

Friverk is politically independent and shall safeguard its purpose independently of the special interests of founders, members, political parties, commercial actors, public authorities and other organisations. The Association may collaborate with public, private and nonprofit actors and participate in public debate and advocacy when this promotes its purpose.

No direct or indirect distributions may be made for the benefit of individual members, founders, office holders or their related parties, beyond payment or remuneration permitted under § 4.

Benefits to legal-entity members shall be justified by Friverk's purpose and may not be granted on the basis of membership alone.

§ 4 Remuneration and financial interests

Friverk may pay salary, fees and other reasonable remuneration for work and services actually provided to the Association. Remuneration for board service is determined by the annual meeting.

Agreements between Friverk and an individual member, a founder, an office holder, their related parties, or an undertaking controlled by any of them, shall be objectively justified, documented and entered into on market terms when the agreement has more than insignificant financial importance. Such agreements must not entail direct or indirect distribution of the Association's assets.

An agreement referred to in the second paragraph shall be approved by the annual meeting if it has material financial or fundamental importance to the Association. The annual meeting may set a monetary threshold for what is considered material.

For agreements under the second paragraph concerning a founder or office holder that have material financial importance, market terms shall be documented by an independent comparator or an independent written assessment.

Related parties means a spouse or cohabitant, relatives in the direct ascending or descending line, siblings, corresponding relatives of a spouse or cohabitant, and the spouse or cohabitant of such persons. Related parties also include persons, undertakings or organisations with which the person concerned has such a close personal or financial connection that the connection is capable of undermining confidence that an agreement or act was entered into independently. Control means decisive influence over an undertaking or organisation, directly or through related parties.

§ 5 Material assets and rights

Transfer, exclusive licensing, pledging or any other agreement or legal act that wholly or materially transfers ownership of, control over, or the economic value of intellectual property rights or other assets of material importance to Friverk's purpose, requires a resolution under § 20. The same applies to a non-exclusive licence or right of use if its scope, duration or other terms in reality have an equivalent effect.

Ordinary non-exclusive licensing and rights of use undertaken as part of Friverk's purpose-driven activities are not covered by the first paragraph when the agreement does not materially transfer control over, or the economic value of, the right.

An act under the first paragraph shall take place for documented market consideration, unless the recipient is an independent nonprofit association or foundation with the same or a closely related socially beneficial purpose and the act promotes Friverk's purpose.

An act under the first paragraph to an individual member, founder, office holder, their related parties, or an undertaking controlled by any of them, requires an independent valuation and may not take place without consideration or below market value.

An independent recipient means a nonprofit association or foundation that is not controlled by, and in which individual members, founders or office holders of Friverk, or their related parties, do not have decisive influence.

The board shall ensure that Friverk has the necessary and documented ownership or usage rights to intellectual assets developed or acquired for its activities.

§ 6 Membership and admission

Membership of Friverk may be granted to individuals and legal entities with voluntary, nonprofit or public-benefit activities. Members shall support the Association's purpose and bylaws and be considered capable of contributing to or safeguarding Friverk's purpose and independence.

Membership arises upon application and a resolution of the board. The board decides applications by a simple majority. Use of Friverk's services, financial contributions, voluntary work or collaboration does not in itself confer membership.

The right to vote at an annual meeting belongs to members admitted no later than the day the notice of meeting is sent.

Rejections shall be briefly justified. Within four weeks, an applicant may require the rejection to be considered by the first ordinary annual meeting. The board shall place the matter on the agenda, and the annual meeting decides by a simple majority.

The annual meeting determines any membership fee.

§ 7 Members' rights and representation

All members have one vote and an equal right to attend, speak and vote at the annual meeting and to submit matters and proposals. Membership does not confer a special right to Friverk's services, financial benefits or other benefits.

A legal-entity member exercises its membership rights through one individual representative notified in writing to the board. An individual may cast at most one vote at the same annual meeting and may not represent more than one member. If the representative is also a personal member, that person must choose in which capacity the vote is cast.

Eligible for Friverk's bodies are individual members and individuals who are members, employees or office holders of a legal-entity member and are proposed by that member. A person elected to an office performs it on behalf of Friverk and is not bound by instructions from the member or organisation that proposed that person.

Voting rights may not be transferred by proxy.

§ 8 Termination of membership

Membership terminates upon written resignation, upon the death of an individual member, or when a legal-entity member ceases to exist.

If a determined membership fee has not been paid after written reminder and a reasonable deadline, the board may decide that membership terminates.

§ 9 Suspension and exclusion

A member may be excluded for a material breach of the bylaws, a serious act contrary to Friverk's purpose or interests, or other material breach of membership obligations.

When specific circumstances may provide grounds for exclusion and Friverk's interests make it necessary, the board may temporarily suspend a member from powers, access to the Association's systems and other administrative access that follows from membership or an office. The suspension does not include participation on the board or at the annual meeting, and does not limit the member's voting rights or other democratic membership rights.

A resolution to suspend requires at least two board members to vote in favour. If this cannot be achieved, the question of suspension is decided by an extraordinary annual meeting.

A resolution to suspend shall be justified in writing. To the extent possible, the member shall be given an opportunity to make a statement before the resolution is made. Notice of an extraordinary annual meeting shall be sent within four weeks after the suspension resolution. The suspension ends no later than when the annual meeting has considered the matter. A new suspension resolution on the same factual basis may not be made.

Exclusion is decided by the annual meeting with at least two thirds of the votes cast and at least two votes in favour of exclusion. The member concerned does not participate in the vote.

Before consideration, the member shall receive written notice of the grounds and a reasonable opportunity to make a statement. The annual meeting's decision is final within the Association.

§ 10 Ordinary annual meeting

The annual meeting is Friverk's highest body and is held every year by 30 June. The annual meeting may be held physically, digitally or as a combination.

Matters a member wishes to have considered shall be received by the board no later than six weeks before the annual meeting. The board sends written notice with a complete agenda and necessary meeting documents at least three weeks in advance.

A lawfully convened annual meeting has a quorum with the voting members who participate.

§ 11 Fixed matters for the annual meeting

The ordinary annual meeting shall at a minimum consider:

approval of the notice of meeting and agenda;
election of a meeting chair and a minutes verifier;
the board's annual report or report on the activities;
annual accounts;
budget and overall financial framework;
any membership fee;
election of the chair of the board and other board members;
election of an auditor where required or decided by the annual meeting;
submitted matters.

Minutes shall be kept of the annual meeting.

§ 12 Voting at the annual meeting

Resolutions are made by a simple majority of votes cast unless the bylaws establish a stricter requirement. Blank votes and votes from members who abstain are not counted as votes cast.

In the event of a tied vote, the proposal fails.

In elections of persons where votes are tied, one new vote shall be held. If votes are still tied, no candidate is elected.

§ 13 Extraordinary annual meeting

An extraordinary annual meeting is held when the board considers it necessary, or when at least one third of the voting members demand it in writing.

The board sends written notice at least two weeks in advance and without undue delay. At members' request, notice shall be sent no later than four weeks after a valid request is received. If the board does not do so, those who made the request may convene the meeting themselves under the same rules.

The notice shall state the matters to be considered. Other matters may not be decided unless all voting members consent.

§ 14 Composition and election of the board

The board consists of a chair and between one and four other board members. The board shall therefore have at least two and at most five members. The annual meeting determines the size of the board at each election.

The chair is elected separately by the annual meeting. Board members are elected until the next ordinary annual meeting, serve until new members are elected and may be re-elected.

If the board falls below two members, the remaining board member shall, without undue delay, convene an extraordinary annual meeting. If no board members remain, any member may convene it.

If the chair has a permanent inability to serve, the board elects an acting chair from among its members until a new chair is elected by the annual meeting.

The annual meeting may at any time elect a new entire board or individual members.

§ 15 Duties and authority of the board

The board leads Friverk's activities between annual meetings and manages the Association's finances, assets, rights, agreements and ongoing activities within the bylaws, the annual meeting's resolutions and the financial framework applicable to the activities. Until the first ordinary annual meeting, the board determines the necessary financial framework. Thereafter, the most recently adopted budget and financial framework apply until the annual meeting establishes new ones.

The board may organise the activities, enter into necessary agreements and engage or employ persons within this framework.

§ 16 Procedure of the board

The chair convenes board meetings when necessary. Any board member may require that a matter be considered by the board. If the chair does not convene a meeting within a reasonable time after such a request, the board member who made the request may convene it.

The board may consider matters physically, digitally or in writing when all board members have been given a reasonable opportunity to participate.

The board has a quorum when more than half of all board members participate. Resolutions are made by a simple majority among the participating board members. In the event of a tied vote, the proposal fails. In cases of conflict of interest, § 17 applies.

Minutes shall be kept of the board's decisions. A board member may require that their dissenting view be recorded in the minutes.

§ 17 Conflict of interest

A board member or other office holder shall not participate in preparing, considering or deciding a matter if that person, a related party, the legal entity that person represents, or an undertaking that person controls, has a particular personal or financial interest in the matter that is capable of undermining confidence in impartial consideration.

The same applies at the annual meeting to a member in matters concerning an individual agreement or financial relationship between Friverk and the member, and in a matter concerning exclusion of a member. A conflict of interest does not prevent participation in elections of persons, consideration of the annual report, annual accounts or budget, or the setting of general rules or rates for remuneration.

When assessing whether the board has a quorum in a matter, board members with a conflict of interest are disregarded, provided that at least one eligible board member participates.

If a matter under § 4 otherwise cannot be decided by an eligible body, the annual meeting may decide it after an independent written assessment has been obtained documenting that the terms are on market terms. Affected persons may then participate only to the extent necessary to make a resolution. The basis, assessment and who participated shall be recorded in the minutes.

§ 18 Signature and powers of attorney

Friverk's signature is executed by the chair of the board alone. The right of signature does not alter the allocation of authority among the annual meeting, the board and the chair under these bylaws.

The board may grant procuration and other written powers of attorney.

§ 19 Accounts and control

Friverk's financial year follows the calendar year. The board shall ensure sound financial management and accounting. The annual accounts shall be presented to the ordinary annual meeting for approval.

The annual meeting elects an auditor when the Association is subject to an audit requirement, or when the annual meeting so decides.

§ 20 Specially protected provisions and resolutions

Amendments to the bylaws are made by the annual meeting with at least two thirds of the votes cast, unless the amendment is covered by the special protection in this section.

Specially protected are § 1 second paragraph on legal form, §§ 2–5, § 6 fourth paragraph on review of rejected membership applications, § 7 on members' rights and representation, § 9 fifth and sixth paragraphs on exclusion, § 10 first paragraph first sentence on the annual meeting as the highest body, § 13 first paragraph on members' right to require an extraordinary annual meeting, § 14 final paragraph on the annual meeting's right to new elections, § 17 on conflict of interest, this section, § 21 and § 22. The same procedure applies to resolutions under § 5 and resolutions on dissolution under § 22.

Specially protected resolutions shall be considered at two separate annual meetings. The proposal and necessary meeting documents shall accompany the notice for the first consideration. After the first consideration, the proposal in its final wording shall be made available to all voting members and put to electronic voting for at least seven days. Only yes and no votes may be cast.

The proposal is adopted at the first consideration if more than half of all voting members vote in favour and at least three quarters of the votes cast are in favour. If both requirements are not met, the proposal fails.

If the first vote passes, the board shall, without undue delay and no later than two weeks after the vote is completed, convene the second consideration. The second annual meeting shall be held no earlier than four and no later than twelve weeks after the first vote is completed. If the board has not sent notice within two weeks, any member may convene with at least two weeks' notice within the same time window.

The second consideration may only confirm or reject the proposal in the same wording as was adopted at the first consideration. After the second consideration, a new electronic vote is held for at least seven days with the same majority requirements. If the proposal is materially amended, the process must start again. If both majority requirements are not met in the second vote, the proposal fails.

The board shall ensure a secure and verifiable conduct of the electronic votes. The result, the number of voting members, the number of yes and no votes and whether the majority requirements have been met shall be recorded in the minutes and made available to the members. In the event of a material technical failure, the voting period shall be extended or conducted again so that all voting members have at least seven days of genuine opportunity to vote.

Voting rights in the matter belong to members who had been admitted when notice of the first consideration was sent and who remain members when each electronic vote opens. Members admitted later do not have voting rights in the matter.

§ 21 Temporary membership below two

If the number of members falls to one, the remaining member shall within six months either restore membership to at least two or ensure that the Association is dissolved under § 22.

During this period, the remaining member may make necessary decisions to safeguard the Association's ongoing interests and consider membership applications. The provisions and rights specially protected under § 20 may not be amended while the Association has only one member.

While the Association has only one member, acts under § 5 may not be carried out unless the recipient is an independent nonprofit association or foundation as mentioned in § 5 and the act clearly promotes Friverk's purpose. The special procedural and majority requirements of § 20 do not apply to such an act or to a decision on dissolution under § 22. The decision shall be justified in writing and recorded in the minutes.

While the Association has only one member, the board may consist of one board member who is eligible under § 7 third paragraph. § 14 first and third paragraphs do not apply during this period. When the number of members is again at least two, the board shall, without undue delay, be brought into compliance with § 14.

§ 22 Dissolution

Dissolution of Friverk requires a resolution under § 20. When the Association has only one member under § 21, that member may decide dissolution under the special rule in § 21.

After the Association's obligations have been covered, remaining funds, assets and rights shall be transferred to one or more independent Norwegian nonprofit associations or foundations with the same or a closely related socially beneficial purpose. Independence is assessed under § 5.

No part of the remaining assets may accrue to individual members, founders, office holders, their related parties, or undertakings or organisations controlled by any of them. A legal-entity member may only be a recipient if it satisfies the requirements of independence and purpose under the second paragraph.

The annual meeting, or the remaining member in the situation under § 21, determines the recipient within this framework.