Articles of Association of Norwegian Research Institutes

§ 1

The Association of Norwegian Research Institutes (FFA) is an independent organisation that aims to bring together all Norwegian research institutes organised as foundations, social enterprise limited companies or administrative bodies with a broad mandate.
All Norwegian institutes that fulfil this criterion and are subject to the Norwegian Research Council's policies and schemes for award of basic funding may become direct or indirect members of the FFA.

§ 2 Purpose

The FFA shall be a cooperative body for the Norwegian research institutes with the following main goals for their activities:
The FFA is a special interest organisation for the institute sector in Norway working to achieve a comprehensive Norwegian institute policy.
The FFA shall protect members' interests and act as a cooperative and expert body for its members.
The FFA shall work to increase understanding of research and long-term development of expertise in the institute sector.
The FFA shall work to provide good framework conditions for its members both nationally and internationally.
The FFA shall assist the government bodies and administrative authorities in matters relating to research and research-based innovation.
The FFA shall not address employer related issues or provide any services on behalf of members in this area.

§ 3 Membership

The following may become members of FFA:
Norwegian research institutes that fulfil the criteria set out in section 1 may become direct members of the FFA. A research group that is a member must include all its constituent institutes in its membership.
Organisations/networks with their own articles of association that organise Norwegian research institutes that fulfil the criteria in section 1 may be members, and must include all its constituent member institutes in its membership.
By a Norwegian institute is meant any institute established in Norway (cf. Section 1).
Groups shall be established within the FFA for research institutes that are direct members to protect each group's special interests. Institutes that are indirect members are included in the group that their membership organisation is affiliated with.
At its inception, the following five organisations/groups shall be established:
Fokus/de regionale instituttene [Focus/Regional Institutes], Nettverket for samfunnsvitenskapelige institutt i Oslo [The Network for Social Science Institutes in Oslo]; Miljøalliansen/miljøinstituttene [The Environmental Alliance/Environmental Institutes], FIFO and primærnæringsinstituttene [The Primary Industry Institutes].
The board may admit new direct or indirect members and make changes to and transfers of members between the aforementioned institute groups in consultation with the groups and institutes in question.
Rights and obligations shall be equally divided between members and institutes regardless of whether they are direct or indirect members.

§ 4 The Organisation's Main Task

The main tasks of the organisation shall be:
To expand and develop the knowledge base for research, the dissemination of research and research-based innovation, as well as tools for research and development.
To represent the institute sector toward the public administration and political authorities in areas relating to the country's research and innovation policies, and all areas of government that are of significance to members.
To promote understanding of the significance of long-term knowledge development in the institute sector.
To function as a consultative body toward public bodies and government.
To promote applied research and research-based innovation as tools in all relevant areas of society.
To promote international collaboration within the institute sector, with a particular emphasis on the EU and European partnerships.
To represent the Norwegian institute sector in international and European institute organisations and other institutions of relevance to members.
To make statements on behalf of the institute sector in all research policy matters, budgetary matters, in relation to framework conditions and all matters of relevance to members.
To ensure that accurate, credible information about research, research-based innovation, framework conditions and matters of concern to the organisation is disseminated to its members and the surrounding world, and to bodies and individuals that the organisation wishes to influence.
To promote and maintain collaborations with organisations that are interested in research and research-based innovation.
To work for fair and robust competitive arenas for research and development both nationally and internationally.
Well functioning networks are important for the work and processes of the FFA. Fundamentally important issues shall initially be addressed in the networks prior to a decision being taken by the FFA board. The FFA shall still be able to retain direct contact with the Norwegian institutes and directly inform the institutes of important results and tasks. Indirect membership shall not obstruct the FFA from developing a direct information and communications network with all member institutes.

§ 5 Bodies of the FFA

The FFA is led by the annual meeting and the board. The annual meeting is the FFA's highest authority and elects the board. The annual meeting elects a nomination committee. The board is the FFA's executive body. The board establishes the councils and committees that are required at any given time.

§ 6 Annual Meeting

The annual meeting consists of the heads of the research institutes, or whomever is authorised to act on their behalf, that are members of the organisations specified in section 3.
The annual meeting is led by the chair, or in his or her absence, the deputy chair.
The annual meeting formally elects the board using the guidelines set out in section 7 relating to the composition of the board.
The annual meeting normally meets once annually before the end of the month of May. The board may call an extraordinary annual meeting when a majority of the board votes in favour of such action.
The agenda of the annual meeting shall be as follows:

1. Roll call, approval of votes and approval of meeting summons and agenda.
2. Constitution of the meeting – election of chair and 2 persons to sign the minutes.
3. Report from the board of directors.
4. Accounts and auditor's report.
5. Working schedule for the coming year.
6. Budget for the coming year, including establishment of dues.
7. Election of board, including chair, deputy chair and personal deputies, nominating committee and auditor.
8. Remuneration of the board, nominating committee and auditor on the recommendation of the nominating committee.
9. Amendments to the articles of association (if such proposals exist).
10. Any other business.

The annual meeting approves the report from the board of directors, the accounts and the budget and establishes the dues. The annual meeting may speak on all fundamental issues within the remit of the FFA.
The annual meeting adopts resolutions by a simple majority, except in the following cases: Budget/dues, amendments to the articles of association (cf. Section 11), dissolution (cf. Section 12) and election of the board, chair and deputy chair. In these matters, each institute has one vote + one vote per 200 person-years of work in the institute. However, this rule is implemented to ensure that no single competitive field has an absolute majority.
The basis for the number of person-years shall be the research council's institutional statistics. The annual meeting is quorate when at least 50% of member institutes are present, either directly or represented by proxies.

§ 7 The Board

The board shall consist of up to 6 members, all with personal deputies. The participating organisations/groups in the nominating committee shall each propose one member of the board, except for FIFO, which shall propose two members. The board, the chair and the deputy chair, as well as their personal deputies, shall be elected by the annual meeting based on the proposals of the nominating committee. The head of any institute, group or network organisation, or whomever is authorised to act on their behalf, is eligible for election to the board.
The board manages the association's activities in accordance with the articles of association and implements resolutions adopted by the annual meeting. The board appoints and dismisses the CEO of the FFA.
The board is the organisation's external mouthpiece.
The board is responsible for the development of goals, strategies, action plans and budgets for the organisation.
The board is responsible for the organisation's operations, finances and accounts. The board prepares the annual meetings.
The board initiates investigations and measures that are necessary in order to promote the organisation's goals and fulfil its business plans.
The board manages contact with the public authorities, central government and national and international organisations.
The board manages cooperation with the FFA's collaborative partners.
The board manages work on developing cooperation between member institutes and the institute groups.
The board appoints subcommittees, ad-hoc committees and working groups as required.
The chair convenes board meetings as required. At least four board meetings shall be held annually.
The board appoints persons who shall represent the organisation in national or international bodies and on ad-hoc committees where the FFA's involvement is desired.
The board meetings are minuted. The minutes shall be published for member institutes and auditors as soon as they are approved by the board.
The board's decisions are determined by a simple majority with each member of the board having one vote. In matters where no unanimous decision is reached, the minutes shall record how each individual member voted. In the event of a split vote, the chair has the casting vote.

§ 8 Daily Management

The CEO of the FFA leads the organisation's daily management. The CEO is obliged and entitled to participate in the organisation's board meetings and annual meeting. The board lays down further instructions for the CEO.

§ 9 Nominating Committee

The annual meeting appoints a nominating committee annually. The nominating committee shall consist of a representative for each individual institute group and organisation with indirect membership (initially, the nominating committee shall consist of five, or possible four members). The nominating committee shall ensure that the composition of the board at any given time is appropriate and present proposals for the chair and deputy chair. The nominating committee may present proposals to the annual meeting for members of the nominating committee. The nominating committee shall propose the remuneration for the elected representatives of the organisation at the annual meeting.

§ 10 Membership Dues

The organisation's operations are funded through, among other things, membership dues. These are determined annually by the annual meeting in connection with the discussion of the budget for the coming year.
The membership dues shall consist of the following elements:
- A fixed, annual fee that is equal for all members regardless of their size.
- A variable element that is determined by the number of person-years of work taking place in the institute.
The same principle and rates shall be applicable to institutes that are direct members as for institutes that are indirect members through groups.
The FFA collects dues direct from institute members unless separate agreement is reached for payment to be made via the groups for institutes with indirect membership.

§ 11 Amendments to the Articles of Association

Amendments to the articles of association must be proposed by the board and adopted by the annual meeting with at least 2/3 majority of votes cast.

§ 12 Dissolution

Dissolution of the organisation may only occur when at least ¾ of votes cast are in favour of dissolution and least ¾ of member institutes are directly present at the meeting or represented by proxy. In the event of dissolution, any remaining assets shall be divided between the participating organisations/groups proportionally to their dues paid in the final year of operations following the payment of all expenses and obligations.