Statutes

§ 1 Purpose

The Glass and Façade Association of Norway (GFAN) is the representative body for companies with activities within management, consulting, design, production, processing, meeting and trade/sale of glass and related products.

GFAN is an independent employers’ association that safeguards and promotes the interests of member companies within employer issues and tariff conditions.

GFAN works according to current laws and regulations, strict ethical guidelines, for equal conditions of competition and for member companies to achieve working conditions and development opportunities that strengthen their competitiveness and profitability.

GFAN promotes knowledge, competence, quality, seriousness and responsibility on behalf of the community and the individual member through extensive marketing communication.

GFAN is the industry’s mouthpiece to public authorities and is actively involved in designing regulations, rules and norms that affect the industry’s working conditions and requirements for technical level of products and services.

GFAN facilitates course and education activities that ensure a high level of knowledge and competence in the member companies and inspires recruitment and support for vocational training within the glass field of study.

§ 2 Independence and cooperation

GFAN is an independent, freestanding trade and employer’s organization. GFAN can apply for cooperation with other trade and employer’s organizations where it finds it appropriate.

§ 3 Compliance with the Competition law

GFAN shall work against illegal competition and adhere strictly to the Competition law.

§ 4 Bodies

GFAN’s bodies are the General meeting, the Board and the Tariff council.

§ 5 The General meeting

The General meeting is GFAN’s highest authority. The annual General meeting is held each year before the end of June.

Invitation is given in writing with 6 weeks’ notice. An overview of issues to be dealt with, annual report and accounts as well as other case documents must be sent no later than 1 week before the meeting.

The agenda for the General meeting shall include:

a) Approval of the invitation and the agenda.
b) Election of the chairperson of the meeting and the referee
c) Election of 2 persons to approve the protocol.
d) Name calling, approval of power of attorney and voting rights
e) The Chairman’s summary
f) Annual report
g) Accounts
h) Action plan and budget
i) Proposed amendments to the Statute of the association
j) Incoming issues that are listed on the agenda
k) Elections on the recommendation of the nomination committee:
Chairman of the Board for 2 years (Odd years)
Deputy for 2 years (Even years)
Board members for 2 years (4 and 3 every two years)
l) Election of auditor.
m) Election of a nomination committee with one chairman, one deputy chairman, one member and
one deputy member on the proposal of the board.
Chairperson of the nomination committee elected for 2 years (Odd years)
Deputy Chairperson of the nomination committee elected for 2 years (Even years)
n) Matters for information
o) Time and place of next General Assemble
p) Optionally. No binding decision can be made under this item

Matters or suggestions that members wish to present to the General meeting must be available in writing for the Board latest within 3 weeks prior to the General meeting.

All decisions, with the exception of amendments to the Statute of the association and proposal on liquidation, are made by a simple majority of the voting members.

Voting rights have all Main members who have paid the dues and have been a member for at least 2 months.

Each Main member has 1 vote. Voters who are not represented may vote by proxy possessing himself the right to vote.

The election of the Chairman of the board and the Deputy Chairman of the board shall take place separately and by a written vote if so required by the General meeting. Proposition on other candidates must also be made in writing if the General meeting so requires.

Extraordinary General meeting is held when the board or at least one-fifth of the voting members request so in writing. The notice is given with 1 month notice. The notice shall be accompanied by an account of the reason why the meeting is required to be held, furthermore what matters shall be dealt with and the related case documents. The Extraordinary General meeting can only deal with the matters mentioned in the notice.

§ 6 The Board

The Board of GFAN hires a Managing director and has the overall responsibility for:

• Organizing and setting guidelines for the association
• Determination of activity level, action plan and budgets
• Ensuring that business, accounting and asset management are subject to adequate control

With the exception of the matters mentioned in §7 and which are managed by the Tariff council, the Board is GFAN’s highest body when the General meeting is not assembled.

The Board consists of Chairman of the Board, Deputy Chairman of the Board and 7 Board members. Board members can be elected outside the membership group / industry. External directors can be remunerated. The Chairperson of the Tariff council or the one the council points out, has the right to meet and speak in the Board.

The board is convened when the Chairman of the board or at least 3 of the other members of the Board so request.

The board is quorum when at least 5 members from the board are present. The Chairman of the board or the Deputy chairman of the board must be among these.

In case of permanent absence from the Chairman of the board, the Deputy Chairman of the board enters his position and the board elects a new Deputy Chairman among the board members. Such also happens if the deputy Chairman of the board has permanent absence.

The meetings are led by the Chairman of the board, or by his absence, the Deputy Chairman of the board. The decisions are made by simple majority. In case of voting and equality of votes, the Chairman of the board has a double vote.

The Chairman of the board and one board member sign the association. Procuration must be notified by the board.

§ 7 Tariff council and tariff cooperation

7.1 Tariff Council

The Tariff council has decisive authority in negotiation and tariff issues and in other matters which, according to laws, regulations and custom, are assigned to the parties in the working life.

The Tariff council is appointed by the board, committed to ensures continuity and breadth. The Tariff council consists of 5 members representative of the industry’s disciplines.

The Chairman of the board or the Board appoints and has the right to meet and to speak in the Tariff council.

The Tariff council itself chooses its Chairperson for the trust period. The Chairperson of the Tariff council is GFANs chairperson of the meeting and the council’s negotiator. The tariff council having begun negotiations in a tariff settlement, concludes negotiations before the following elected Tariff council comes into operation.

Meetings in the tariff council are summoned as needed or when the Chairperson of the council or at least 3 of the other council members so require. The Tariff council is quorum when it is full.

The members of the Tariff council do not have the right of access to a company’s internal affairs in connection with proceedings.

The tariff council decides whether it will accept or reject a negotiating result or whether it will be decided by popular vote among its members.

When voting on tariff conditions, only member companies that practice binding tariff co-operation have voting rights. If in doubt, this is decided by the Board before the General meeting. A member company has one vote for each starting 25 employees. However, no company has more than 5 votes.

The Tariff council cannot make decisions that entail financial obligations for GFAN as an organization.

7.2 Tariff cooperation

Decisions on tariff conditions are only binding on those companies that have acceded to the agreements in force at any time.

Those companies that do not wish to participate in the binding tariff co-operation cannot be made jointly and severally liable for any costs incurred in connection with strikes and / or lockouts. Nor can these companies be required to participate in the development of any funds covering disputes. On the other hand, these companies will not be entitled to any service in labor law issues and assistance in local negotiations and labor disputes.

A member company affiliated the tariff cannot leave GFAN before it has been a member for 2 years. If the withdrawal from an affiliated member company has not been received before the date on which the current agreement expires, the company may first withdraw from GFAN when the new agreement has expired. The Board may refuse a member company affiliated the tariff to leave GFAN during a labor dispute. If a member company affiliated the tariff unsubscribes from GFAN and the current collective agreement expires before the expiry of the membership, the Board may decide that the company shall leave GFAN already at the expiry of the collective agreement.

§ 8 Administration

The administration is subject to the Managing director. The Managing director reports to the Board. Furthermore, the Managing director prepares matters for consideration by the Board and the Tariff council, attend the meetings and is responsible for follow-up of decisions.

The Managing director is responsible for the appointment of staff, as well as the establishment of job instructions.

§ 9 Nomination Committee

The Nomination committee consists of 1 Chairperson, 1 Deputy chairperson, 1 Member and 1 Deputy member, elected at the General meeting on the proposal of the board.

In its recommendations to the General meeting, the Nomination committee shall endeavor to ensure that candidates have qualifications that cover the industry’s situational needs, while taking into account that the industry’s professional and operational areas and disciplines are represented.

The Nomination committee shall take into account the goal of gender neutrality.

The Nomination committee’s proposal is sent to the administration 2 months before the General meeting and is included in the invitation.

All members of the Nomination committee shall be heard. All proposals must be logged before a joint committee presents its recommendation to the General meeting.

§10 GFAN Media and communication

Purpose

GFAN promotes knowledge, competence, quality, seriousness and responsibility on behalf of the community and individual member through extensive marketing communication.

GFAN’s communication channels will inspire use of the members’ products and services, cf. § 1.

Responsible publisher

GFAN, by the Managing director, are responsible publishers.

Publisher is responsible for:

• Define the purpose of the releases
• Adopt financial framework
• Hiring and possibly dismissing the editor
• Determine the form of company / organization for the releases

Editor

Editor’s responsibility:

• Fill the selected communication channels with content and be responsible for all content production.
• Lead the work of the editors and with freelancers
• Relate to the publisher’s defined purpose of the publication, and transfer ambitions into practice

§ 11 Committees and councils

The board can appoint committees and councils to deal with specific matters and projects. These committees and councils report directly to the board and dissolve when the assignment is completed.

§ 12 Member. Admission, withdrawal and exclusion

Admission as a Main Member

As a Main member, companies with activities as defined in § 1 are taken.

Admission as an Associate member

As Associate member, companies, organizations and institutions that have an interest in or business related to the association’s disciplines as defined in § 1 are taken.

Only Main members have voting rights. All members have access to the association’s services and membership benefits program, but on a differentiated basis.

An application for admission as a Member is sent in writing, evaluated and decided by the administration. If there is any doubt about the membership, the matter is submitted to the board.

If an application is rejected, the rejection can be brought to the General meeting’s final decision. The administration shall, on behalf of the board, notify the applicant company that it has the right of appeal.

In the event of bankruptcy and start-up with a new company within the same business area, applications for membership are considered on the basis of the foregoing for the bankruptcy.

Withdrawal

Upon withdrawal of the membership, the Member commits to further annual membership fee for 12 months with effect from the 1st of the month after the announcement. The withdrawal applies with effect from the date it is sent from the Member.

Exclusion

The Board has the opportunity to exclude a member who does not comply with legally adopted decisions, acts unfairly or otherwise opposes the organization’s interests. The decision can be appealed to the General meeting. In order for the exclusion to be maintained, 2/3 majority of those attending are required.

Members are obliged to abide by the rules of quality assurance, certification or control arrangements adopted by the General meeting.

§ 13 Membership fee / service fee

To cover GFAN’s operations, the members are obliged to pay an annual fee determined by the board.

Information on membership fees shall be available to the members at all times.

§ 14 Amendments to the Statute

Amendments to the Statute of the association are adopted at the General meeting with a 2/3 majority. Proposals from the members regarding amendments to the Statute must be submitted to the Board within 2 months prior to the General meeting.

The Board of Directors has the time until deadline for sending of the documents for the General meeting to propose amendments to the Statute. Proposals for amendments to the Statute shall be made known to the Members through the sending of the documents to the General meeting.

§ 15 Liquidation, merger and division

Liquidation of GFAN can only be processed at the ordinary General meeting. If a liquidation is adopted with at least 2/3 majority, an extraordinary General meeting shall be convened 3 months later. For a liquidation to occur, the decision here must be repeated with 2/3 majority.

A liquidation board is elected to manage the liquidation. The Board can be elected to the Liquidation board, and receive a position as Liquidation board if no other choice is made.

The association’s fortune and assets, after liquidation and debt settlement, will fall to the purpose of the association, cf. § 1.

No members are entitled to the association’s funds or share of these.

Merger with other associations or splitting of the association is not considered a liquidation.

Decisions on merger / split and necessary amendments to the Statute in connection with this are made in accordance with the provisions on amendment of the Statute, cf §14.

When merging or splitting, consent must be obtained from the association’s creditors.