Articles of association
Last amended at TONO’s annual meeting on 8 June 2022
Chapter I Form of business organisation, objectives and tasks
Article 1 Form of business organisation, etc.
(1) TONO SA is a cooperative society.
(2) Members are not obliged to make any financial contributions to TONO. Members are not liable to TONO’s creditors for the society’s obligations.
(3) Members who meet the criteria in Article 8 are eligible to vote in TONO. Only members eligible to vote are deemed to be members pursuant to the Norwegian Cooperative Societies Act.
(4) TONO’s registered office is in Oslo.
Article 2 Activities
(1) TONO’s purpose is to manage and protect the rights of a copyright nature that are entrusted to the society by those holding the rights to works of music (with or without lyrics).
(2) Consideration paid for the performance, broadcast and recording of the works of music under TONO’s management, less deductions for legitimate and documented costs, contribution to cultural funds, etc., belongs to the rights holders, and, consequently, TONO will not make any profit. TONO does not have as its objective to distribute dividends or make similar disbursements to its members.
Article 3 Tasks
(1) TONO shall act in the best interests of the rights holders who TONO represents, see Chapter 2 of the Norwegian Collective Management of Copyright Act. TONO shall not impose any duties on rights holders that are not necessary to protect their rights or interests or for the effective management of their rights.
(2) TONO’s activities, see Article 2, include:
a) collecting and distributing payments for the performance, broadcasting and recording of the works of music managed by TONO at any given time. The scope of TONO’s right to manage the individual works of music follows from the rules stipulated in Chapter III;
b) highlighting, strengthening and protecting its rights holders’ legal, moral and financial rights by actively striving to ensure the continuous development of the copyright rules and provisions that form framework conditions for originators’ creative activities;
c) safeguarding musical diversity in its regulations and practice;
d) marketing its activities in a way that ensures TONO’s acceptance and legitimacy as a cultural policy actor in the field of music;
e) promoting the creation of new works of music.
Chapter II Contracts with enterprises and organisations
Article 4 Cooperation agreements
TONO may become a party to and/or establish cooperation or management agreements with other Norwegian enterprises or umbrella organisations whose objective is to safeguard corresponding rights, see Article 3.
Article 5 Reciprocal management agreements
TONO may enter into agreements with corresponding enterprises for the reciprocal management of rights as mentioned in Article 3.
Chapter III Contracts with rights holders
Article 6 Management contracts
(1) TONO enters into management contracts with:
a) composers and lyricists;
b) adapters, arrangers and translators;
c) music publishers and other parties to which publishing, performance, broadcasting or recording rights have been granted;
d) heirs or representatives of heirs of rights holders as mentioned in (a) or (b).
(2) In these Articles of Association, a music publisher means any natural or legal person that has a publishing agreement with one or more originators.
(3) Should a rights holder die, the contract is assigned to the rights holder’s successor in title. If there are several successors in title, these must appoint a joint representative.
(4) The management contract, or selected parts thereof, lapses:
a) six months after TONO has received written notice of termination from a rights holder, although not before the expiry of a calendar year. The Board may decide to shorten this deadline in individual cases;
b) when the rights holder no longer has the composer’s or lyricist’s rights;
(5) Should a member breach the rules stipulated in the management contract, TONO’s Articles of Association or TONO’s distribution schedule, the Board may impose a fine of up to NOK 10,000 on the person concerned, which shall be added to the scholarship funds for that year, or the Board may terminate the management contract. The member may appeal against the Board’s decision in accordance with the same rule as in Article 10(3), paragraph 2. TONO may deduct an amount equal to the size of the fine from the amount payable to the member and withhold it until the decision regarding a fine is final.
Article 7 The contents of the management contract
(1) A rights holder may authorise TONO to manage their rights or categories of rights, in full or in part, by means of a management contract. The rights holder also chooses which territories the authorisation shall apply to.
(2) TONO may refuse to undertake such management only if there are reasonable grounds for such a refusal, or if such management falls outside TONO’s area of activity.
(3) Unless otherwise specified in the management contract, the rights holder assigns to TONO the management of the rights mentioned in Article 2 which, at the time the contract is entered into, the rights holder concerned has control over and will later have control over. See also (4) below.
(4) The management relates to the performance, broadcasting and recording of the rights holder’s work, apart from stage performances (grand rights), unless this is agreed separately.
(5) Once the management contract has been entered into, the rights holder is bound by TONO’s prevailing Articles of Association, rules and provisions.
(6) The rights holder shall give TONO a statement of the works over which the person concerned has control when they enter into the contract and shall register each new work after that.
(7) Even though a management contract has been entered into with TONO, the rights holder may nevertheless personally grant permission for non-commercial use of rights or categories of rights. The rights holder has a duty, as specified in the management contract, to notify TONO if such permissions are granted. TONO’s Board can determine a more specific definition of what constitutes non-commercial use and requirements for the information that the rights holder must provide to TONO.
(8) A specification of categories is attached to the management contract and is available on TONO’s website.
Chapter IV Members
Article 8 Members and the right to vote
(1) Rights holders with whom TONO has a management contract are members of TONO.
(2) A member who has had a management contract with TONO for at least two years automatically becomes eligible to vote if their average payment for performances, broadcasts and recordings in the past three settlement years equals at least:
– For originators and heirs of originators: 0.05 G, or 0.3 G in the last year
– For a music publishing house: 0.3 G, or 1.8 G in the last year
(G = the Norwegian National Insurance Scheme’s basic amount)
(3) A rights holder whose association with an enterprise is such that it may materially conflict with TONO’s interests cannot be a voting member.
(4) In special cases, the Board may allow a rights holder who may be valuable for promoting TONO’s objectives and activities to become a voting member, even if the criteria therefor are not met.
(5) The contract-period requirement does not apply to a member’s heirs, see Article 10(1), paragraph 2. If there are several heirs to the same member, they must choose a joint representative from among themselves. This representative then exercises the deceased member’s right to vote and be eligible for election under Article 9(1) on behalf of all the heirs.
(6) Questions relating to the right to be a voting member are determined by the Board. The Board may authorise management to decide whether the conditions pursuant to (2) have been met. This does not apply to cases under (3) and (4). Management’s decisions must be reported to the Board at the first board meeting following the decision. A member who has been denied the status of voting member by management decision may appeal that decision to the Board. Should the Board find – in either the first or second instance – that the conditions for being a voting member have not been met, the member may demand that the issue be brought before the annual meeting.
(7) No rights holder may have more than one membership.
(8) A member may refuse to become a voting member. At any time up to three months after being notified of their eligibility to vote, a member may give notice of their refusal to become a voting member. This notice must be in writing or sent by electronic mail to TONO’s management.
Article 9 Eligibility for election
(1) Only voting members may hold elected office in TONO.
(2) Members who receive income from both music and lyrics must, to be eligible for election to the Board as lyricists, see Article 28(3), meet the criteria for voting rights (and therefore also eligibility for election), see Articles 8 and 9(1), on the basis of their lyricist rights alone.
Article 10 Loss of eligibility to vote
(1) Voting members will lose the right to vote if their average payments over the past five years have not exceeded 1/5 of the earnings threshold set out in Article 8(2).
(2) A member ceases to be eligible to vote in TONO when they:
a) give written notice that they no longer wish to be a voting member;
b) no longer have a management contract with TONO;
c) no longer meet the requirements for entering into a management contract pursuant to Article 6(1); Upon the member’s death, their status as a voting member is terminated. A member’s heirs, or representatives of such heirs (see Article 8(5)) as stated in Article 6(1)(a) and (b) may apply to become a voting if the conditions for this, see Article 8(2), were met at the time of the rights holder’s death or have subsequently been met.
(3) The Board may exclude a voting member
a) who is in material breach of TONO’s Articles of Association and provisions;
b) who acts in a way that is materially detrimental to TONO’s activities;
c) when weighty reasons otherwise indicate exclusion.
Any decision by the Board to exclude a member may be appealed to the annual meeting. This appeal must be in writing and received by TONO within one month of the member being notified of their exclusion.
Chapter V The annual meeting
A. General rules
Article 11 The annual meeting’s powers
The voting members exercise supreme authority in TONO through the annual meeting.
Article 12 Voting members’ right to attend the meeting. Proxies
(1) Voting members are entitled to attend the annual meeting. If they wish, they may be represented by a proxy. No one can be a proxy for more than one voting member.
(2) The proxy shall present a written, dated authorisation. If the authorisation is presented using electronic communication, a satisfactory method for authenticating the sender must be used. The authorisation can only apply to the next annual meeting after the authorisation is granted. The member may at any time revoke their authorisation.
Article 13 Right to vote
All voting members are entitled to vote at the annual meeting. Each voting member has one vote.
Article 14 Disqualification by reason of prejudice
No voting member may take part in a vote at the annual meeting on legal proceedings against themselves or their own liability to TONO. The same applies to legal proceedings against third parties or third parties’ liability if the voting member has a significant interest in the case that may conflict with TONO’s interests.
Article 15 The management’s right and duty to attend the annual meeting
(1) The Chair of the Board and CEO shall attend the annual meeting. If they have a valid reason for not attending, a deputy must attend in their place. Other directors may attend the annual meeting.
(2) The directors and the CEO are entitled to address the annual meeting.
B. Further details concerning the annual meeting. Issues, notice of the meeting, etc.
Article 16 Ordinary annual meeting
(1) TONO shall hold an ordinary annual meeting within six months of the end of each financial year.
(2) The following issues are to be discussed and determined at the ordinary annual meeting:
a) approval of the annual financial statements, the annual directors’ report and the annual transparency report;
b) election of the Board, including the Board’s Chair and Deputy Chair (Article 30), Control Committee (Article 53), Nomination Committee (Article 24), auditor (Article 50) and any other committees and subcommittees that the annual meeting decides to establish;
c) general principles for the distribution of payments to rights holders, see Article 57 (distribution schedule);
d) the general investment strategy for income from rights and any income from the investment of such income;
e) general principles for deductions from income and any income from the investment of such income, including deductions for the use of such funds for cultural purposes, see Article 58;
f) other issues that are the business of the annual meeting pursuant to law or these Articles of Association.
(3) The annual financial statements, directors’ report, transparency report and auditor’s report shall be sent to each voting member with a known address no less than two weeks before the annual meeting.
Article 17 Extraordinary general meeting
(1) The Board may decide to convene an extraordinary general meeting.
(2) The Board shall convene an extraordinary general meeting when the auditor, Control Committee or at least one-tenth of the voting members so demand in writing in order to deal with a specific subject. The Board shall ensure that the extraordinary general meeting is held within one month of the demand being made.
Article 18 Notice of an annual meeting
(1) Notice of the annual meeting shall be issued by the Board.
(2) The annual meeting shall be held in Oslo. If necessary for special reasons, the annual meeting may be held elsewhere.
(3) Notice of the annual meeting shall be sent in writing to all voting members with a known address.
(4) Notice of the annual meeting shall be sent at least two weeks before the meeting is due to be held.
(5) The notice of the meeting shall state the items to be dealt with at the annual meeting. Proposals to amend the Articles of Association must be presented in full in the notice of the meeting. The Board shall prepare a draft agenda as provided by law and these Articles of Association. It must also be stated that a voting member wishing to attend the annual meeting must give notice of their intention at least one week before the annual meeting is held. Such notice may be given either in writing or using electronic communication. If electronic communication is used, a satisfactory method of authenticating the sender must be employed.
Article 19 Right to raise issues at the annual meeting
A voting member is entitled to have issues raised at the annual meeting. Any issues must be reported to the Board in writing in such good time that they may be included in the notice of meeting. If the notice has already been sent, a new notice must be sent if it may be received by the voting members at least one week before the meeting is to be held.
C. Procedural rules for the meeting
Article 20 Opening the meeting. The chair of the meeting
(1) The annual meeting is to be opened by the Chair of the Board.
(2) The annual meeting elects its own chair. The annual meeting’s chair cannot be a voting member of the group stated in Article 28(2) that holds the position of Chair of the Board when the annual meeting starts. The annual meeting’s chair does not have to be a member of TONO.
Article 21 List of the voting members attending the meeting
(1) The Chair of the Board shall make a list of the voting members who are attending, either in person or via a proxy, before the first vote takes place. This list shall be used until it is amended by the annual meeting.
(2) When registering their attendance, each voting member shall receive an envelope containing documentation for the meeting, including ballot cards to use when voting during the meeting.
Article 22 Issues not on the agenda
(1) Issues that the voting members have not been informed of in accordance with the rules governing the notice of the annual meeting cannot be discussed at the meeting without the consent of all voting members.
(2) The fact that the issue is not stated on the notice of the meeting does not, however, prevent
a) the ordinary annual meeting from deciding on issues which, according to law or these Articles of Association, shall be dealt with at the meeting;
b) the ordinary annual meeting from deciding proposals for inspection pursuant to section 59, paragraph 1, of the Norwegian Cooperative Societies Act;
c) a decision to convene an extraordinary general meeting to decide on proposals put forward at the ordinary annual meeting.
Article 23 The management’s duty of disclosure
(1) A voting member may ask the Board, auditor or management to provide, at the annual meeting, available information on matters which may affect the assessment of
a) the approval of the annual financial statements and directors’ report;
b) issues that have been submitted to the voting members for their decision;
c) TONO’s financial position and other issues that the annual meeting has a duty to discuss, unless the information requested cannot be given without causing disproportionate harm to TONO.
(2) If information must be obtained, so that no answer can be given at the annual meeting, the annual meeting may decide that a written answer must be prepared within two weeks after the meeting. This answer is to be sent to all voting members with a known address or made available thereto in some other suitable manner. A written answer must always be sent to the voting member who has requested the information. Other voting members are entitled to be sent the answer if they so request.
Article 24 Nomination Committee
(1) The ordinary annual meeting shall elect a Nomination Committee to serve for a period of two years. The Nomination Committee shall prepare all the elections which are to take place at the annual meeting, apart from the election of the Nomination Committee. The Committee shall consist of four members, one from each of the groups mentioned in Article 28(2) and each with one personal alternate member. The Board shall propose candidates for TONO’s Nomination Committee to the annual meeting.
(2) The office of committee chair shall be taken in turns by the groups, for one election period at a time. In the event of a tied vote, the committee chair has the casting vote.
(3) The Nomination Committee should preferably be composed of persons with special knowledge of TONO’s activities. The majority of the committee should be independent of the Board and general management. At least one of the members should have experience as a director of TONO. Members of TONO’s senior management should not serve on this committee.
(4) When determining the composition of the Board and of committees and subcommittees to be elected by the annual meeting, the Nomination Committee shall try to find suitable candidates and ensure that they meet the conditions stipulated by the Articles of Association for the office for which the candidate is proposed. In this assessment, the Nomination Committee should take into consideration the need for continuity, the need for change, gender representation and the widest possible composition. The Nomination Committee must find out if the candidates it proposes are willing to accept these offices. The Nomination Committee shall submit its recommendation to the annual meeting and give an account of its work. Its recommendation should contain relevant information about the candidates. The Nomination Committee’s reasoned recommendation must be sent out at least two weeks before the election takes place, see Article 18(4). The names of the members of the Nomination Committee and any deadlines for the associations mentioned in Article 28(2)(a) to (c) and for the individual voting member to submit proposals to the Nomination Committee should be published on TONO’s website, or in TONO-nytt, in good time. The Nomination Committee otherwise determines its own way of working.
(5) Candidates other than those recommended by the Nomination Committee may be proposed at the annual meeting.
Article 25 Minutes
(1) The chair of the meeting shall ensure that minutes of the annual meeting are kept.
(2) The minutes are to state the annual meeting’s resolutions, stipulating the outcome of the votes. A list of those attending, as stipulated in Article 21, must be included in or attached to the minutes.
(3) The minutes shall be signed by the chair of the meeting and at least one other person elected by the annual meeting from among those present. The minutes are to be kept available to TONO’s voting members and stored in a safe manner.
D. Majority requirement, etc.
Article 26 Simple majority requirement
(1) A resolution of the annual meeting requires a majority of the votes cast unless otherwise stipulated in the Articles of Association. If the vote is tied, the chair of the meeting has the casting vote. Blank votes are treated as votes that have not been cast.
(2) The person(s) receiving the most votes in an election are deemed to have been elected. If the vote is tied, the outcome is decided by drawing lots.
Article 27 Amendments to the Articles of Association
Decisions to amend the Articles of Association shall be made by the annual meeting. Such a decision requires the approval of at least two-thirds of the votes cast.
Chapter VI TONO’s management
A. The Board and CEO. Election of the Board, term of office, etc.
Article 28 The Board
(1) TONO’s Board consists of up to 11 members.
(2) The composition of the Board, with the exception of the employee representatives, see (4) below, is as follows:
a) two members from the Norwegian Society of Composers (Norsk Komponistforening);
b) two members from the Norwegian Society of Composers and Lyricists (NOPA);
c) two representatives of the members of the Norwegian Music Publishers’ Association (Norsk Musikkforleggerforening), one of whom should represent a publisher of serious music and the other a publisher of popular music; and
d) two voting members of TONO unaffiliated with any of the associations mentioned in letters (a) to (c).
(3) Out of the directors stated in (2), at least one must be a lyricist, see Article 8(2).
(4) The employees may allow themselves to be represented on TONO’s Board by up to three representatives.
(5) To each ordinary annual meeting, board members and candidates for election to the Board shall submit a personal statement of all interests in TONO and all remunerations and consideration they have received from TONO, pursuant to sections 14(3) and 15(3) of the Norwegian Collective Management of Copyright Act.
Article 29 Chief executive officer (CEO)
The Board shall appoint the CEO and the Deputy CEO.
Article 30 Further details concerning the annual meeting’s election of directors
(1) As regards the directors from the three groups mentioned in Article 28 (2)(a) to (c), up to two alternate directors shall be elected for each group, with one having priority over the other. One personal alternate director shall be elected for each of the directors from the group mentioned in Article 28(2)(d).
(2) A person who has such a connection with an enterprise as may significantly conflict with elected office in TONO may not be elected as a director or alternate director.
(3) The provision stated in (2) is not applicable if the enterprise is run solely by voting members of TONO and on the whole relates to works that they themselves have created.
(4) A member or alternate member of bodies elected by the annual meeting may not be elected as a director.
(5) The offices of Chair and Deputy Chair of the Board cannot be filled by members from the same group, see Article 28(2)(a) to (d). The Deputy Chair shall act as Chair in the absence of the Chair of the Board.
Article 31 The directors’ term of office, overlapping election periods
(1) Directors and alternate directors serve for a term of two years. In order to safeguard continuity in the work of the Board, the election periods shall overlap, such that half of the directors are elected every other year. This shall include one representative from each of the groups stated in Article 28(2) each year, such that the individual group’s representatives overlap each other. The rule about overlapping election periods shall also apply to the alternate directors, but shall not prevent the alternate directors in the groups stated in Article 28(2)(a) to (c) from changing their respective levels of priority during their period in office. An alternate director to a director from the group stated in Article 28(2)(d) shall be elected for the same term of office as the director for whom they are an alternate director.
(2) The term of office starts on the election date. It is terminated at the end of the ordinary annual meeting in the year when the term of office expires.
(3) Even if the term of office has expired, the director (alternate director) shall remain in office until a new director (alternate director) has been elected.
(4) The Board Chair and Deputy Chair are elected for a term of one year. Paragraphs (2) and (3) apply correspondingly
Article 32 Resignation and dismissal before the term of office expires
(1) A director (alternate director) is entitled to resign before the term of office has expired if there are special reasons for this. The Board and annual meeting shall be given reasonable advance notice.
(2) A director (alternate director) may be dismissed by the annual meeting. This does not apply to directors mentioned in Article 28(4).
(3) Should the situation stated in (1) or (2) arise for a director during their term of office, the alternate director shall become a permanent director for the remainder of the term of office. No by-election shall take place unless this is necessary in order for the Board to be quorate.
Article 33 Remuneration
The remuneration payable to the directors and alternate directors shall be determined by the annual meeting.
Article 34 Residence requirement
(1) The CEO and at least half of the directors must be resident in Norway.
(2) (1) does not apply to citizens of countries that are parties to the EEA Agreement, provided they are resident in such a country.
B. Management’s tasks and work, etc.
Article 35 Management of the society
(1) The management of TONO is the responsibility of the Board. The Board shall ensure the proper organisation of TONO’s activities.
(2) The Board shall, to the extent necessary, determine plans and budgets for TONO’s activities. The Board may also determine guidelines for these activities.
(3) The Board shall keep itself informed about TONO’s financial position and undertakes to ensure that TONO’s activities, accounts and asset management are subject to satisfactory controls.
(4) The Board shall implement such investigations as it finds necessary to enable it to carry out its tasks.
(5) The Board makes decisions concerning
a) risk management strategy;
b) use of distribution payments that cannot be disbursed, see Article 57(6);
c) approval of the purchase, sale or mortgaging of real property;
d) approval of mergers and alliances, the establishment of subsidiaries and acquisition of other entities;
e) approval of new borrowings, lendings or loan guarantees.
Article 36 The Board’s duty to supervise
(1) The Board shall supervise the day-to-day management of TONO and the society’s other activities.
(2) The Board may issue instructions to the CEO and Deputy CEO.
Article 37 Day-to-day management
(1) The CEO is responsible for the day-to-day management of TONO’s activities and must comply with the Board’s guidelines and instructions.
(2) Day-to-day management does not include issues which, according to TONO’s circumstances, are of an unusual nature or of great importance.
(3) The CEO may otherwise decide an issue pursuant to authorisation granted by the Board in each individual case or if waiting for the Board’s resolution would significantly harm TONO. The Board must be informed of this decision as quickly as possible.
(4) The CEO shall ensure that TONO’s accounts comply with the law and statutory regulations and that its assets are managed satisfactorily.
(5) To each ordinary annual meeting, the CEO shall submit a personal statement of all interests in TONO and all remunerations and consideration they have received from TONO, pursuant to sections 15(3) of the Norwegian Collective Management of Copyright Act.
Article 38 The CEO’s obligations to the Board
(1) The CEO shall inform the Board about TONO’s activities, position and profit developments at least every three months, either at a meeting or in writing.
(2) The Board or a director may at any time ask the CEO to give the Board a more detailed account of specific issues.
Article 39 The Board’s work
(1) The Board shall deliberate and decide issues at meetings unless the Chair of the Board finds that the issue may be presented in writing or dealt with in some other satisfactory manner. The annual financial statements, directors’ report and transparency report must be considered at a meeting.
(2) The Chair of the Board shall ensure that the directors can, in so far as possible, participate jointly in the consideration of issues that are not dealt with at a meeting. The directors and CEO may demand that an issue be dealt with at a meeting.
(3) The Chair of the Board leads the Board’s work on issues. If neither the Chair of the Board nor Deputy Chair takes part, the Board must elect a person to lead the Board’s work on the issue.
(4) The CEO has a right and a duty to take part in the Board’s work on issues and to state their views, unless otherwise determined by the Board in each individual case.
Article 40 Board Committee
(1) The Board shall appoint a Board Committee, consisting of the Chair and Deputy Chair of the Board, as well as one director from each of the two remaining groups mentioned in Article 28(2). Four personal alternate directors shall be appointed in accordance with a corresponding distribution.
(2) In between board meetings, the Board Committee may
a) decide on issues in accordance with an authorisation from the Board;
b) prepare issues for the Board’s consideration.
Article 41 The preparation of issues and notification
(1) The CEO shall prepare issues to be considered by the Board in consultation with the Chair of the Board. Issues are to be prepared and submitted such that the Board has a satisfactory basis for dealing with them.
(2) The fact that an issue is to be considered by the Board must be notified in a suitable manner and with the necessary period of notice.
Article 42 When the Board may pass a resolution
(1) The Board may pass a resolution when more than one half of the directors are present or take part in the Board’s work on the issue.
(2) The Board may nonetheless not pass a resolution unless all the directors have, in so far as possible, been given an opportunity to participate in the Board’s deliberations on the issue.
(3) If a director is prevented from attending a board meeting, their alternate director must be summoned.
(4) A resolution of the Board Committee, see Article 40, requires all the members (or their alternate members) to be present.
Article 43 Requirement of a majority
(1) A Board resolution requires a majority of the directors participating in the Board’s deliberations on an issue to have voted in favour of it. If the vote is tied, the person chairing the meeting has the casting vote. A resolution to amend, or to propose amendments, of rules, practices or grants that relate to funds for distributions or cultural funds, requires a two-thirds majority.
(2) This provision applies correspondingly to Board Committee resolutions.
Article 44 Disqualification by reason of prejudice
(1) A director may not participate in deliberations or decisions concerning matters that are of such special importance to them or any of their related parties that the director must be regarded as having a salient personal or financial interest in the issue. The same applies to the CEO. When deciding whether someone is a related party pursuant to this provision, section 1-5 of the Norwegian Private Limited Companies Act applies correspondingly.
(2) Neither may a director or the CEO participate in deliberations or decisions concerning a loan or other credit granted to them personally or concerning security for their own debt.
Article 45 Abuse of position
(1) The Board and others who represent TONO according to Articles 47 to 49 must not do anything that is likely to give some of TONO’s rights holders or others an unreasonable advantage at the expense of other rights holders or TONO.
(2) The Board and CEO must not comply with any decision by the annual meeting or other body if the decision contravenes the law or TONO’s Articles of Association.
Article 46 Minutes of board meetings
(1) Minutes of the Board’s discussions shall be kept. These must, as a minimum, state the time and place of the meeting, who attended, how each issue was dealt with and the Board’s resolution.
(2) If the Board’s resolution is not unanimous, the voting figures must also be recorded.
(3) If a director or the CEO disagrees with the resolution, they are entitled to demand that their views be recorded in the minutes.
(4) If the Board has dealt with issues at a meeting, the minutes must be signed by the chair of the meeting and one director. The minutes must then be sent to all the directors with a deadline for comments. If the Board has not dealt with issues at a meeting, the minutes must be signed by all the directors who dealt with the issues.
(5) These provisions also apply to issues dealt with by the Board Committee. Minutes of the Board Committee’s meetings must be sent to the Board as quickly as possible.
C. TONO’s external relations
Article 47 External representation
The Board represents the society externally and is authorised to sign on behalf of the society.
Article 48 Authorisation to sign on behalf of TONO
(1) The Board may give directors, the CEO or named employees the right to sign on behalf of TONO.
(2) The right to sign on behalf of the society may be revoked at any time. The CEO’s authorisation pursuant to Article 49 may be revoked by the Board if waiting for the annual meeting’s resolution would harm TONO.
(3) The provisions concerning disqualification by reason of prejudice in Article 44 apply correspondingly to those signing on behalf of the society who are not the CEO or a director.
Article 49 The CEO’s external representation
(1) The CEO has a registered power of attorney for TONO.
(2) The CEO represents TONO externally concerning issues which form part of the society’s day-to-day management.
Chapter VII Audits, etc.
Article 50 Auditor
(1) The annual meeting shall select an auditor. The auditor must be a state-authorised public accountant.
(2) The fee payable to the auditor shall be approved by the annual meeting.
(3) The auditor shall serve in that capacity until another auditor has been selected.
(4) Should the auditor’s assignment be terminated before the expiry of the period for which they have been appointed, the Board shall immediately arrange for the selection of a new auditor, who will function in that role until the next annual meeting. The same applies if the auditor is no longer a state-authorised public accountant.
Article 51 Auditor’s report
(1) The auditor shall provide the annual meeting with an auditor’s report for each financial year.
(2) The auditor’s report shall be in the hands of the Board at least three weeks before the ordinary annual meeting.
Article 52 The auditor’s attendance at the annual meeting
The auditor shall attend the annual meeting when the issues to be dealt with are of such a nature that this must be regarded as necessary. Otherwise, the auditor is entitled to attend the annual meeting.
Article 53 The Control Committee
(1) The Control Committee consists of five members and five personal alternate members, including one member and one alternate member from each of the groups mentioned in Article 28(2). One member and one alternate member shall represent the heirs. The Control Committee’s chair shall come from one of the groups stated in Article 28(2)(a) to (d) that does not have the Chair or Deputy Chair of the Board during the same period, see Article 30(5). The Committee shall appoint its own chair.
(2) A member or alternate member of the Control Committee cannot at the same time be a member or alternate member of TONO’s Board, Distribution Committee or Music and Lyrics Committee.
(3) The Control Committee is elected by the annual meeting for two years at a time.
(4) The Control Committee shall at all times have access to TONO’s accounts. The Control Committee shall be sent the minutes after each board meeting. Should the Control Committee find that the Board has passed a resolution that is contrary to law, TONO’s Articles of Association, a resolution of the annual meeting or the Board’s own guidelines, the Committee shall notify the Board immediately.
(5) The Control Committee shall also ensure that
a) the resolutions of the Distribution Committee and Music and Lyrics Committee comply with the Articles of Association and the distribution schedule;
b) the settlements take place in accordance with the Articles of Association and the distribution schedule;
c) the group associations manage the cultural funds in accordance with TONO’s Articles of Association and the annual meeting’s resolutions. In connection with this, the Control Committee may examine the associations’ annual accounts.
(6) The Control Committee shall keep a record of its proceedings and prepare a written report to the annual meeting.
(7) This report should be ready in sufficient time for it to be sent to TONO’s voting members before the annual meeting.
Chapter VIII Bodies subject to the Board
Article 54 The Distribution Committee
(1) The Distribution Committee consists of six members and six personal alternate members. The Distribution Committee, including its chair and deputy chair, are appointed by the Board for the Board’s term of office.
(2) The Distribution Committee shall carry out the tasks that are at any given time stipulated in TONO’s distribution schedule or which the Board instructs it to carry out.
(3) Minutes of the Distribution Committee’s meetings shall be sent to the Board.
Article 55 The Music and Lyrics Committee
(1) The Music and Lyrics Committee consists of five members and five alternate members. The Committee’s members, including its chair and deputy chair, are to be appointed by the Board for the Board’s term of office, and the aim of the Committee’s composition of the Committee is to ensure it has the relevant professional expertise.
(2) The Committee’s members and alternate members may not be members or alternate members of TONO’s Board or Distribution Committee.
(3) The Music and Lyrics Committee shall carry out the tasks that are at any given time stipulated in TONO’s distribution schedule or which the Board instructs it to carry out.
(4) Minutes of the Committee’s meetings shall be sent to the Board.
Article 56 Other bodies
If it should find it necessary for the performance of specific tasks, the Board may establish other bodies and subcommittees which report to it.
Chapter IX Distribution rules
Article 57 Distribution of payments
(1) The legitimate and documented costs incurred by TONO in the performance of its tasks under Article 3(2), as well as cultural funds pursuant to Article 58, shall be deducted from payments for performances and broadcasts licensed by TONO.
(2) The net amount arrived at shall be distributed to the rights holders (as a payment) in accordance with a distribution schedule that is agreed at the annual meeting and may only be amended in accordance with the rules concerning amendments to the Articles of Association, see Article 27. Amendments to the distribution schedule may only be made applicable to performances that take place after the expiry of the year when the amendment was adopted.
(3) Payments that TONO receives for performances from corresponding foreign societies are to be distributed in accordance with TONO’s distribution schedule without any deduction pursuant to Article 58.
(4) Payments for recordings that TONO receives from societies that manage recording rights shall be distributed among the work’s rights holders according to the distribution rules for recordings stipulated in the distribution schedule. TONO shall not deduct any costs from such payments.
(5) Within the framework of the Norwegian Collective Management of Copyright Act, TONO’s reciprocal agreements and the CISAC regulations, the Board shall determine more detailed rules concerning the distribution of a) shares from partly protected work;
b) shares from work one of whose rights holders is unknown or has no management contract with TONO or a society with which TONO has a reciprocal agreement; c) other payments received that cannot be distributed.
(6) The Board determines how payments that cannot be distributed are to be used.
Article 58 Cultural funds
(1) The cultural funds are arrived at as follows:
a) For each rights holder with a management contract with TONO, up to 1/10 of the amount payable in settlement shall be deducted before the total net amount is distributed.
b) In accordance with reciprocal agreements with other societies, TONO withholds up to 1/10 of the settlement amounts payable to these societies’ rights holders.
(2) The cultural funds are to be used as follows:
a) Two-thirds are to be spent on promoting national music-culture objectives through the group associations. In order to carry out tasks to promote Norwegian creative music and Norwegian musical works, as well as for other special objectives, the funds are to be distributed according to the following ratio:
– The Norwegian Society of Composers and Lyricists (NOPA) 45%
– The Norwegian Society of Composers (Norsk Komponistforening) 35%
– The Norwegian Music Publishers’ Association (Norsk Musikkforleggerforening) 20%.
Before the amount is paid out, the associations must provide a written account of the main features of what the funds will be used for and enclose their financial statements and directors’ report for the previous year. The Board may ask for additional information before payment takes place.
Control of the use of the funds falls to the Control Committee, see Article 53(5)(c).
b) One-third is to be used for scholarship funds, of which 1/8 is to be distributed through the Norwegian Music Publishers’ Association’s scholarship scheme, while the remaining 7/8 shall be distributed through TONO.
TONO’s Board shall appoint one originator to the Norwegian Music Publishers’ Association’s four-member scholarship board.
TONO’s Scholarship Committee consists of
– two members and personal alternate members from the Norwegian Society of Composers and Lyricists (NOPA)
– two members and personal alternate members from the Norwegian Society of Composers (Norsk Komponistforening)
– one member and a personal alternate member who represent members of the Norwegian Music Publishers’ Association (Norsk Musikkforleggerforening)
– two voting members of TONO and two personal alternate members unaffiliated with any of the associations mentioned in the previous items in this list.
The members of the Scholarship Committee and their personal alternate members shall be elected by the annual meeting for a two-year term of office.
To ensure continuity, the election periods shall overlap, such that three and four members are elected every other year, respectively. One member of each of the originator groups shall be elected every year, such that representatives from the respective groups overlap (internally). The respective alternate members are elected for the same period as the members they are to substitute.
Membership of the Scholarship Committee entails working on the allocation of scholarships in the year following election and the subsequent year.
TONO’s scholarship funds shall be used for scholarships for originators who have a management contract with TONO, irrespective of any links to an association. The Board shall establish more detailed criteria for the allocation of scholarships.
Decisions by the Scholarship Committee may be appealed to TONO’s Board within three weeks of notification of the decision being received by the applicant. The Committee’s use of its discretion cannot be appealed.
Chapter X TONO’s dissolution, entry into force, etc.
Article 59 TONO’s dissolution
(1) In order for a decision to dissolve TONO to be valid, it must be reached by two successive general meetings, one annual and one extraordinary.
(2) The interval between the two meetings must be no less than two and no more than four months.
(3) The annual meeting’s decision to dissolve the society must be reached with at least a four-fifths majority.
(4) Should it be decided to dissolve the society, the annual meeting must appoint a liquidation board consisting of three members – one representing the Norwegian Society of Composers, one representing the Norwegian Society of Composers and Lyricists and one representing the Norwegian Music Publishers’ Association.
(5) Any funds left over after debts and winding-up costs have been covered shall be transferred to the Norwegian Composers’ Payment Fund (Komponistenes Vederlagsfond), Norwegian Lyricists’ Fund (Tekstforfatterfondet) and Norwegian Music Publishers’ Association.
Article 60 Entry into force and transitional provisions
(1) These Articles of Association shall enter into force immediately.
(2) The change in the income requirement for classification as a voting member and eligibility for election pursuant to Articles 8, 9 and 10 comes into effect on 1 January 2023. Loss of the right to vote under Article 10(1) may occur no earlier than five years after the provision comes into effect.
These articles of association have been translated into English language by a professional, registered translator. Please note that any inconsistency between the original, Norwegian text and the English translation shall be settled according to the original text.