Articles of Association

Association “Norwegian-Lithuanian Chamber of Commerce”

1. GENERAL PROVISIONS

1.1. The Association “Norwegian-Lithuanian Chamber of Commerce” (hereinafter referred to as the “Association”) is a voluntary association of legal and natural persons.

1.2. The Association is a public legal entity with limited civil liability, having its own seal and bank accounts. In accordance with applicable laws, the Association may be granted the status of a support and charity beneficiary.

1.3. The Association is liable for its obligations only to the extent of its assets and is not liable for obligations assumed by its members. The Association may not distribute its profits among its members.

1.4. In carrying out its activities, the Association shall comply with the Constitution of the Republic of Lithuania, the Civil Code of the Republic of Lithuania, the Law on Associations and other laws of the Republic of Lithuania, Government Resolutions and other legal acts, as well as these Articles of Association.

1.5. The name of the Association is Association “Norwegian-Lithuanian Chamber of Commerce”.

1.6. The Association is established for perpetual existence.

1.7. The financial year of the Association corresponds to the calendar year, beginning on 1 January and ending on 31 December.

1.8. The legal form of the Association is an association.

2. PURPOSES OF THE ASSOCIATION, BUSINESS FIELDS AND TYPES

2.1. The Association may have and acquire only such civil rights and obligations as are consistent with its purposes and do not conflict with the Civil Code, the Law on Associations of the Republic of Lithuania or these Articles of Association.

2.2. The principal purposes of the Association are to coordinate the activities of its members, represent and defend the interests of its members, and pursue other objectives serving the public interest.

2.3. In pursuit of its purposes, the Association shall carry out the following activities:

2.3.1. Arrange cooperation among Association members in the development and implementation of joint programmes and projects;

2.3.2. Encourage and facilitate commercial cooperation and investment between Lithuania and Norway;

2.3.3. Develop a business network connecting businesspeople in Lithuania and Norway;

2.3.4. Collect and distribute information concerning Lithuania and Norway, including information about their companies and business environments;

2.3.5. Encourage cooperation among Association members;

2.3.6. Organise exhibitions, seminars and other events;

2.3.7. Promote contacts among Lithuanian and Norwegian businesses, trade, industry and other business sectors;

2.3.8. Promote educational and cultural ties between Lithuania and Norway.

2.4. In pursuit of its purposes, the Association may engage in the following business activities:

2.4.1. Advertising;

2.4.2. Publishing;

2.4.3. Secretarial and translation services;

2.4.4. Organisation of business events and meetings;

2.4.5. Consulting services;

2.4.6. Other business support services normally provided to companies.

2.5. The Association shall maintain its accounting, submit financial information to state institutions and pay taxes in accordance with the requirements of the Republic of Lithuania.

3. RIGHTS AND DUTIES OF ASSOCIATION MEMBERS, MEMBERSHIP FEES AND MEMBERSHIP PROCEDURES

3.1. Any natural person who has reached the age of 18 and has legal capacity, and/or any legal person that agrees to comply with these Articles of Association, may become a member of the Association.

3.2. The number of Association members is unlimited. The minimum number of members is three. The Board of the Association shall decide on the admission of new members and the withdrawal of existing members. A person wishing to become a member shall submit a written application. Following the Board’s approval of the application, the new member shall pay the established admission fee.

3.3. Association members shall pay admission and annual membership fees. The amount and payment terms applicable for the following year shall be determined by the members at the annual General Members’ Meeting.

3.4. The Board may dismiss a member from the Association if the member fails to comply with these Articles of Association, resolutions or lawful requirements of the Association’s governing bodies; prevents the Association from pursuing its purposes; exceeds their authority; or fails to pay membership fees.

3.5. Members who withdraw from or are dismissed from the Association have no right to claim any part of the Association’s assets. Membership fees already paid shall not be refunded.

3.6. Association members have the right to:

3.6.1. Attend and vote at the General Members’ Meeting;

3.6.2. Elect and be elected to the governing bodies of the Association in accordance with the established procedure;

3.6.3. Use services provided by the Association;

3.6.4. Participate in the activities of the Association;

3.6.5. Submit proposals to the governing bodies of the Association;

3.6.6. Inspect the Association’s documents and receive information held by the Association concerning its activities. Such documents shall be available at the Association’s office;

3.6.7. Withdraw from the Association at any time. In such cases, admission and membership fees, as well as funds or assets otherwise transferred to the Association, shall not be refunded.

3.7. Association members shall:

3.7.1. Comply with these Articles of Association;

3.7.2. Uphold the interests of the Association;

3.7.3. Pay membership fees and other fees established by the annual General Members’ Meeting on time.

4. GENERAL MEMBERS’ MEETING

4.1. The General Members’ Meeting is the supreme governing body of the Association. All members who have paid their membership fees have the right to attend and vote at the General Members’ Meeting.

4.2. The annual General Members’ Meeting shall be convened once a year and no later than the end of March. An Extraordinary General Members’ Meeting may be convened by decision of the Board, the Director or the Controller, or upon a written request submitted by at least one-fifth of the members who have paid their membership fees.

4.3. The General Members’ Meeting shall have the authority to:

4.3.1. Amend the Articles of Association;

4.3.2. Determine the amounts and payment terms of admission and membership fees;

4.3.3. Approve the Association’s annual financial statements;

4.3.4. Decide on the restructuring, reorganisation, liquidation or winding-up of the Association;

4.3.5. Decide on the establishment of other legal entities or participation in other legal entities;

4.3.6. Hear the Association’s Activity Report and the Controller’s report;

4.3.7. Determine the general direction of the Association’s activities;

4.3.8. Elect and dismiss the Board of the Association;

4.3.9. Elect a voluntary internal accountant;

4.3.10. Elect the Controller or Controllers;

4.3.11. Appoint an electoral commission consisting of three members independent of the Board to prepare a list of qualified and interested candidates for Board membership before the following year’s Board election. A member of the electoral commission may not stand as a candidate for the Board;

4.3.12. Resolve other matters, including questions, proposals and letters submitted by the Board or members, provided that such matters do not fall within the competence of another governing body of the Association.

4.4. The General Members’ Meeting may adopt decisions when attended by more than half of all members who have paid their membership fees. Each participating member shall have one decisive vote. Resolutions shall be adopted when more members vote in favour than against.

The adoption of resolutions concerning amendments to the Articles of Association under Clause 4.3.1 and restructuring or liquidation under Clause 4.3.4 requires at least two-thirds of the votes of members participating in the meeting.

Voting shall normally be open. Secret voting shall be held for the election of the Board if the number of candidates exceeds the number of available Board positions, or when requested by a majority of the members participating in the meeting.

4.5. Notice of a General Members’ Meeting, including its date, time, venue and agenda, shall be mailed or personally delivered to all members at least 14 days before the meeting.

4.6. If the required number of members does not attend the General Members’ Meeting, a repeat meeting shall be convened in accordance with Clause 4.5 within one month of the original meeting. The repeat meeting shall consider the same agenda, and its resolutions shall be valid regardless of the number of members attending.

4.7. The General Members’ Meeting may be convened by court decision if it has not been convened in accordance with these Articles of Association and a member, governing body or Controller has applied to the court.

4.8. Minutes shall be taken of every General Members’ Meeting.

5. GOVERNING BODIES OF THE ASSOCIATION

5.1. The governing bodies of the Association are the Board and the Director.

5.2. The Board

5.2.1. The Board is the collegial management body of the Association and is elected by the General Members’ Meeting.

5.2.2. The Board consists of seven members. All Board members are elected by the General Members’ Meeting for a term of one year.

5.3. Competence of the Board

The Board shall:

5.3.1. Implement resolutions adopted by the General Members’ Meeting;

5.3.2. Decide on the admission and dismissal of Association members;

5.3.3. Discuss and approve the Association’s activity strategy;

5.3.4. Prepare and submit the Association’s Activity Report to the General Members’ Meeting;

5.3.5. Decide on the establishment and winding-up of branches and representative offices and approve their articles of association;

5.3.6. Elect and remove the Director of the Association. The Board may remove the Director before the end of the appointment term if the Director has violated these Articles of Association and caused losses to the Association or has discredited the Association through their actions;

5.3.7. Decide on the acquisition, transfer, lease, pledge or other encumbrance of property where the total value of the transaction or annual subscription exceeds EUR 3,000.

5.4. Board resolutions shall be adopted by a simple majority of votes, provided that at least half of all Board members participate in the meeting. In the event of a tie, the Chairperson shall have the deciding vote.

5.5. Minutes shall be taken of Board meetings.

5.6. The Director

5.6.1. The Director shall be elected by the Board for a term of one year.

5.6.2. Within the authority established by these Articles of Association or granted by the Board, the Director shall enter into transactions on behalf of the Association and represent the Association.

5.6.3. The Director shall employ and dismiss employees of the Association and enter into employment agreements with them.

5.6.4. The Director shall arrange for the announcement and publication of public information.

5.6.5. The Director shall organise the General Members’ Meeting and prepare and present its agenda.

5.6.6. The Director shall decide on the acquisition, transfer, lease, pledge or other encumbrance of property where the total value of the transaction does not exceed EUR 3,000.

5.6.7. The Director is responsible for preparing financial statements, submitting information and documents to the Register of Legal Entities, notifying members of significant events relevant to the activities of the Association, organising the Association’s activities, maintaining membership records and deciding on other matters delegated by the Board.

5.7. The Director shall be accountable to the Board.

6. SUPERVISION OF THE ASSOCIATION’S ACTIVITIES

6.1. Supervision of the Association’s activities shall be carried out by a Controller.

6.1.1. Any natural or legal person may serve as a Controller. A member of the Board or the Director may not serve as a Controller.

6.1.2. The Controller or Controllers shall be directly elected by the members at the annual General Members’ Meeting, which shall also determine the number of Controllers.

6.2. The Controller shall:

6.2.1. Audit the Association’s annual financial statements and other financial documents;

6.2.2. Audit the Association’s accounting;

6.2.3. Conduct other audits commissioned by the General Members’ Meeting;

6.2.4. Promptly notify the Board of any identified violations;

6.2.5. Inspect the activities of the Association’s governing bodies;

6.2.6. Present a report on the Association’s financial activities at the annual General Members’ Meeting.

6.3. The Director shall provide the Controller with all requested financial and accounting documents.

7. SOURCES OF ASSETS AND FUNDS

7.1. Assets of the Association

7.1.1. The Association may own movable and immovable property. Property may be acquired using the Association’s own funds, through donations, support and charity, or by other lawful means.

7.2. Sources of Income

The Association’s sources of income may include:

7.2.1. Admission, membership and other fees;

7.2.2. Funds transferred by state or municipal institutions for specific purposes;

7.2.3. Gratuitous funds and assets contributed by natural or legal persons;

7.2.4. Bequests made to the Association under wills;

7.2.5. Interest earned on funds held in the Association’s bank accounts;

7.2.6. Funds donated or allocated by non-governmental or international organisations for the implementation of specific programmes;

7.2.7. Income from the sale or lease of the Association’s assets;

7.2.8. Income from services provided by the Association;

7.2.9. Income received as charity or support;

7.2.10. Other lawful sources of revenue.

8. RESTRUCTURING AND LIQUIDATION

8.1. The Association may be restructured or liquidated in accordance with the procedure established by the laws of the Republic of Lithuania and these Articles of Association.

9. BRANCHES AND REPRESENTATIVE OFFICES

9.1. The Association has the right to establish branches and/or representative offices.

9.2. Branches and representative offices shall be established by decision of the Board. Their articles of association shall be approved by the Board.

9.3. The Board shall appoint and remove the heads of branches and representative offices and shall supervise their activities.

9.4. Branches and representative offices shall be liquidated by resolution of the Board. Where the Board decides to liquidate a branch or representative office, it shall appoint a person responsible for carrying out the liquidation procedure in accordance with applicable law.

9.5. The Board shall supervise compliance with the procedure for the liquidation of branches and representative offices.

9.6. The articles of association of any branch or representative office shall comply with the requirements of the laws of the Republic of Lithuania.

10. ACCESS TO ASSOCIATION DOCUMENTS AND INFORMATION

10.1. Upon a written request from a member, the Director shall, within five working days of receiving the request, provide the member with the opportunity to obtain information and/or copies of documents relating to the activities of the Association.

If the Director refuses to provide the requested information or documents, any dispute concerning the member’s right to information shall be resolved by a court in accordance with applicable law.

10.2. Documents and other information concerning the activities of the Association, as well as copies thereof, shall be provided to members free of charge. However, where a member requests a copy of a specific document, the Association may charge the member for the actual copying expenses.

10.3. The list of Association members provided to members shall contain, according to the latest information held by the Association, the names and surnames of members, the names of legal persons and members’ correspondence addresses.

11. ANNOUNCEMENT OF ASSOCIATION NOTICES

11.1. Where resolutions of the governing bodies of the Association or other information are required to be published, they shall be published in the daily newspaper Lietuvos rytas in accordance with the procedure and within the time limits established by applicable legal acts.

11.2. Notices shall be mailed to members at their last-known address. If, due to circumstances beyond the Association’s control, a notice cannot be sent by registered mail or delivered personally against signature, the notice, as well as any other information required by law to be made public, shall be published in the daily newspaper Lietuvos žinios.

11.3. The Director shall be responsible for the timely delivery and publication of notices. In the event of liquidation, this responsibility shall rest with the liquidator.

12. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

12.1. A decision to amend these Articles of Association shall be adopted by the General Members’ Meeting when at least two-thirds of the members participating in the meeting vote in favour.

The General Members’ Meeting shall approve the amended wording of the Articles of Association and elect the person authorised to sign them. If no authorised person is elected, the Director shall sign the amended Articles of Association.

12.2. The Director shall be responsible for submitting all documents required for the adoption and registration of the amended Articles of Association and for completing their registration in accordance with applicable law.

12.3. Amendments to the Articles of Association shall enter into force and may be relied upon only from the date on which they are registered in the Register of Legal Entities.

FINAL PROVISIONS

These Articles of Association have been prepared in three copies in Lithuanian and English.

In the event of any discrepancy between the Lithuanian and English versions of these Articles of Association, the Lithuanian version shall prevail.

The Articles of Association were signed on 17 March 2017.