Articles of Association of Norway’s Performing Rights Society (TONO)
Last amended at TONO’s annual meeting on 29 May 2018
Chapter I Form of business organisation, objectives and tasks
Article 1 Form of business organisation, etc.
(1) TONO is a cooperative society.
(2) The members of the cooperative society are referred to as “unit holders” in these articles of association, ref. §8 (1).
(3) The unit holders are not obliged to make any contributions to TONO. The members are not liable to its creditors for TONO’s obligations.
(4) TONO’s registered office is in Oslo.
Article 2 Activities
(1) Tono 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) Compensation obtained for performance and sound recordings of the works of music under TONO’s management, less costs, cultural resources, 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 the like to its unit holders.
Article 3 Tasks
TONO’s activities, see Article 2, include:
a) collecting and distributing payments for the performance and mechanical production of the works of music managed by TONO at any time. The scope of TONO’s right to manage the individual works of music follows from the rules stipulated in chapter III;
b) making visible, 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 creators’/authors’ 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 body in the music sphere;
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 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 contract
(1) TONO enters into management contracts with:
a) composers and lyricists;
b) adapters, arrangers and translators of musical works;
c) music publishers and other parties to which publishing, performance or mechanical production rights have been transferred;
d) the heirs or representatives of heirs of rights holders as mentioned in a or b.
Persons in a or b must be EEA citizens or have their permanent residence in the EEA territory. The same applies to persons to whom the rights stated in c originally belonged. As regards c, the applicant is to document that he/she has such rights when a management contract with TONO is established. In addition, his/her registered address must be in an EEA country.
(2) In these Articles of Association, a music publisher means any natural or legal person that has a publishing agreement with one or more creators/authors.
(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 common representative.
(4) The management contract lapses:
a) one year after TONO has received written notice of cancellation from a rights holder, although not before the expiry of the 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;
c) when the conditions pursuant to (1), second paragraph, are no longer met;
d) as regards a music publisher, when the firm’s operations in the EEA territory cease or the firm is no longer registered in an EEA country.
(5) Should a rights holder 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 is to be added to the scholarship funds for that year, or the Board may terminate the management contract.
The rights holder may appeal against the Board’s decision in accordance with the same rule as in Article 10 (2), second paragraph. TONO may deduct an amount equal to the size of the fine from the amount due to the rights holder and withhold it until the decision regarding a fine is final.
Article 7 The contents of the management contract
(1) In the management contract, the rights holder assigns to TONO the management of the rights mentioned in Article 3 which, at the time when the contract is entered into, the rights holder concerned has control over and will later have control over, see however (2), (5) and (6).
(2) The management relates to the performance and mechanical production of the rights holder’s work, apart from scene performances (grand rights) unless this is agreed on separately.
(3) Once the management contract has been entered into, the rights holder is bound by TONO’s prevailing Articles of Association, rules and provisions.
(4) The rights holder shall give TONO a statement of the works over which the person concerned has control when he/she enters into the contract and shall register each new work after that.
(5) It may be stipulated in the management contract or in a subsequent separate agreement that individual usage areas are to be excluded and managed by the rights holder him/herself.
(6) The Board decides the usage areas that may be excluded for own management and the more detailed conditions that are to apply to such agreements. In connection with this, prevailing international and regional legislation, agreements and other guidelines by which TONO is bound are to be taken into consideration.
Chapter IV Unit holders
Article 8 Unit holders
(1) The term “unit holder” is used as the term for the cooperative society’s members in these articles of association (Act relating to cooperative societies, 29 June 2007 nr. 81)
(2) A rights holder who has had a management contract with TONO for at least two years automatically becomes a unit holder if the rights holder’s average payment for performances and mechanical production for the past two settlement years equals at least:
– For composers 0.5 G
– For lyricists 0.25 G
– For an heir of a composer 1.0 G
– For an heir of a lyricist 0.5 G
– For a music publishing house 3.0 G
(G = the Norwegian National Insurance Scheme’s basic amount)
If the rights holder is both a composer and lyricist, his/her revenues from composer’s rights and lyricist’s rights are to be kept separate from each other when calculating whether the requirement to become a unit holder has been met in relation to these areas.
(3) If the rights holder meets the requirement to become a unit holder as a composer, the rights holder must, in order to be eligible for election to the Board as a lyricist, see Article 28 (3), meet the same revenue condition in this capacity as for composers.
(4) A rights holder whose association with an activity is such that such association may materially conflict with TONO’s interests cannot achieve status as a unit holder.
(5) The Board may in special cases allow a rights holder, who may be valuable for promoting TONO’s objectives and activities, to become a unit holder even if the conditions are not met.
(6) The contract-period requirement does not apply to unit holders’ heirs, see Article 10(1), second paragraph. If there are several heirs of the same unit holder, they must choose a common representative from among themselves. This representative then exercises the rights that the deceased had as a unit holder, including the right to vote and eligibility for election, on behalf of the heirs.
(7) The question of the right to be a unit holder is determined by the Board. The Board may authorise the management to decide whether the conditions pursuant to (2) and (3) have been met. This does not apply to cases under (4) and (5). The management’s decisions are to be reported to the Board at the first Board meeting following the decision. The rights holder may appeal to the Board against the management’s refusal to admit him/her as a unit holder. Should the Board find – in either the first or second instance – that the conditions for being a unit holder are not present, the rights holder may demand that the issue be brought before the annual meeting.
(8) No rights holder may have status as more than one unit holder.
(9) A rights holder may refuse to be a unit holder. A rights holder may at any time give notice of his/her refusal to be a unit holder for up to three months after being informed that he/she has become a unit holder. This notice must be in writing or sent by electronic mail to TONO’s management.
Article 9 Eligibility for election
Only unit holders may be elected to honorary posts in TONO.
Article 10 Termination of status as unit holder
(1) A rights holder ceases to be a unit holder of TONO when the rights holder:
a) terminates his/her status as unit holder in writing;
b) no longer has a management contract with TONO;
c) no longer meets the conditions for being a rights holder stipulated in Article 6 (1);
d) no longer meets the conditions for being a unit holder as stipulated in Article 8 (3)
Upon the unit holder’s death, the unit holders status as a unit holder is terminated. Heirs or representatives of the heirs (see Article 8 (5) of a unit holder as stated in Article 6 (1) a and b may apply to become a unit holder if the conditions for this, see Article 8 (1), are met at the time of the unit holder’s death or later on.
(2) The Board may exclude a unit holder
a) who is in material breach of TONO’s Articles of Association and regulations;
b) who acts in a way that is materially detrimental to TONO’s activities;
c) when weighty reasons otherwise indicate exclusion.
The member may appeal against the Board’s decision to exclude him/her to the annual meeting. This appeal must be in writing and received by TONO within one month of the member being informed of his/her exclusion.
Chapter V The annual meeting
Article 11 The annual meeting’s powers
The members exercise the supreme authority in TONO through the annual meeting.
Article 13 The unit holder’ right to attend the meeting. Proxies
(1) The unit holders are entitled to attend the annual meeting. A unit holder may be represented by a proxy if he/she so desires. No one can be a proxy for more than one unit holder.
(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 unit holder may at any time revoke the authorisation.
Article 13 Right to vote
All unit holders are entitled to vote at the annual meeting. Each unit holder has one vote.
Article 14 Disqualification by reason of prejudice
No unit holder may take part in a vote at the annual meeting on legal proceedings against the unit holder him/herself or on his/her own liability to TONO. The same applies to legal proceedings against others or concerning other people’s liability if the unit holder 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 CEO are entitled to state their views at the annual meeting.
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 decided on at the ordinary annual meeting:
a) approval of the annual accounts and directors’ report;
b) election of the Board (Article 30), Control Committee (Article 53), Nomination Committee (Article 24), auditor (Article 50) and any other committees and panels that the annual meeting decides to establish;
c) other issues that are the business of the annual meeting pursuant to the law or Articles of Association.
(3) The annual accounts, directors’ report and auditor’s report are to be sent to each unit holder with a known address at the latest two weeks before the annual meeting.
Article 17 Extraordinary annual meeting
(1) The Board may decide to give notice of an extraordinary annual meeting.
(2) The Board shall give notice of an extraordinary annual meeting when the auditor, Control Committee or at least one-tenth of the unit holders so demands in writing in order to deal with a specific subject. The Board shall ensure that the extraordinary annual meeting is held within one month of the demand being made.
Article 18 Notice of an annual meeting
(1) Notice of the annual meeting is to be given by the Board.
(2) The annual meeting is to be held in Oslo. If necessary for special reasons, the annual meeting may be held elsewhere.
(3) Notice of the annual meeting is to be in writing to all the unit holders with a known address.
(4) Notice of the annual meeting shall be sent at least two weeks before the meeting is 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 quoted in the notice of the meeting. The Board is to prepare a draft agenda in accordance with that stipulated by law and the Articles of Association. It is to be stated that a unit holder wishing to attend the annual meeting must give notice that he/she will be attending 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 used.
Article 19 Right to raise issues at the annual meeting
A unit holder 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. If the notice has already been sent, a new notice must be sent if it may be received by the unit holders at least one week before the meeting is to be held.
Rules governing 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 chair of the meeting is to be elected by the annual meeting. The chair of the meeting cannot be a unit holder in the association stated in Article 28 (2) a to c and who holds the position of Chair of the Board when the annual meeting starts. The chair of the meeting does not have to be a member of TONO.
Article 21 List of the unit holders attending the meeting
(1) The Chair of the Board shall make a list of the unit holders who are attending, either themselves 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 his/her attendance, each unit holder is to be given 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 unit holders 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 the unit holders.
(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 the law or Articles of Association, are to be dealt with at the meeting;
b) the ordinary annual meeting from deciding proposals for inspection pursuant to section 59 first paragraph of the Act relating to cooperative societies;
c) a decision to give notice of an extraordinary annual meeting to decide on proposals put forward at the meeting.
Article 23 The management’s duty of disclosure
(1) A unit holder may ask the Board, auditor or management to provide, at the annual meeting, available information on factors which may affect the assessment of
a) the approval of the annual accounts and directors’ report;
b) issues that have been submitted to the unit holders for their decision;
c) TONO’s financial position and other issues that the annual meeting is 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 is to be prepared within two weeks after the meeting. This answer is to be sent to all the unit holders with a known address or be made available to the unit holders in some other suitable manner. A written answer is always to be sent to the unit holder who has requested the information. Other unit holders are entitled to be sent the answer if they so request.
Article 24 Nomination Committee
(1) The ordinary annual meeting is to elect a Nomination Committee for a period of two years that is to prepare all the elections of persons 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 is to propose possible members of TONO’s Nomination Committee to the annual meeting.
(2) The position as the committee’s chair is to be taken by the groups in turn for one election period at a time. The committee’s chair has the casting vote if the vote is tied.
(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. Persons who are part of TONO’s general management ought not to be members of this committee.
(4) When determining the composition of the Board and of the committees and panels 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 post for which the candidate is proposed. In this assessment, the Committee should among other things take into consideration the need for continuity, the need for change, gender representation and the widest possible composition. When determining the composition of the Board, the Committee should try to propose one music publishing house representative among the three candidates mentioned in Article 28 (2) d. This person does not need to be a member of any of the three associations. The Committee is to find out if the candidates it proposes are willing to accept these posts. The Nomination Committee is to 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 is to 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 members to submit proposals to the Committee should be published on TONO’s website, or possibly in TONO-nytt, in plenty of 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 is to 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 in accordance with Article 21 is to be included in or attached to the minutes.
(3) The minutes are to 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 unit holders and stored in a safe manner.
Majority requirement, etc.
Article 26 The requirement of an ordinary majority
(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) given the most votes in an election are to be regarded as those who have been elected. If the votes are tied, the decision is to be made by drawing lots.
Article 27 Amendments to the Articles of Association
Decisions to amend the Articles of Association are to be made by the annual meeting. Such a decision requires the approval of at least seven-tenths of the votes cast.
Chapter VI TONO’s management
The Board and CEO. Election of the Board, term of office, etc.
Article 28 The Board
(1) TONO’s Board consists of up to 13 members.
(2) The composition of the Board, with the exception of the representatives for the employees, 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), of which one should represent a serious music publisher and the other a popular music publisher; and
d) a further three unit holders of TONO.
(3) Out of the directors stated in (2), at least one is to be a lyricist, see Article 8 (3).
(4) The employees may allow themselves to be represented on TONO’s Board by up to four representatives.
Article 39 Chief executive officer (CEO)
The Board is to hire the CEO and the Deputy CEO.
Article 30 In more detail about 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 are to be elected for each group, with one having priority over the other. One personal alternate director is to 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 that the connection may significantly conflict with the post 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 only run by unit holders and on the whole relates to work 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) At its first meeting after the annual meeting, the Board shall elect its Chair and Deputy Chair among the directors for one year at a time. The posts of Chair and Deputy Chair of the Board cannot be filled by members from the same group, cf. Article 28 (2) a to d. The Deputy Chair is to function 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 have a term of office of two years. In order to obtain continuity in the work of the Board, the election periods are to overlap each other, such that four and five directors respectively are elected every other year. This shall include one representative from each of the groups stated in Article 28 (2) letters a to c each year, such that the individual group’s representatives overlap each other. The rule about overlapping election periods shall also apply to the alternative directors, but shall not prevent the alternate directors in the groups stated in Article 28 (2) a to c exchange priority during the election period. An alternate director to a director from the group stated in Article 28 (2) shall be elected for the same election period as the director for whom he or she is 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) is to remain in the post until a new director (alternate director) has been elected.
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 of this.
(2) A director (alternate director) may be dismissed by the annual meeting. This does not apply to members mentioned in Article 28 (4).
(3) Should the situation stated in (1) or (2) arise for a member during his/her term of office, the alternate director is to become a permanent director for the remainder of the term of office. No by-election is to take place unless this is necessary in order for the Board to be quorate.
Article 33 Remuneration
The remuneration to the directors and alternate directors is to be determined by the annual meeting.
Article 34 Residence requirement
(1) The CEO and at least half of the directors are to 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.
The management’s tasks and work, etc.
Article 35 The management of the society
(1) The management of TONO is the responsibility of the Board. The Board is to 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 the 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 is to implement the investigations it finds necessary to enable it to carry out its tasks.
Article 36 The Board’s duty to supervise
(1) The Board is to supervise the day-to-day management and TONO’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 is to comply with the Board’s guidelines and instructions.
(2) The 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 on an issue following authorisation by the Board in each individual case or if waiting for the Board’s resolution would significantly harm TONO. The Board is to be informed of this decision as quickly as possible.
(4) The CEO shall ensure that TONO’s accounts comply with the law and regulations and that its assets are managed satisfactorily.
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 is to deal with 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 accounts and directors’ report are to be dealt with at a meeting.
(2) The Chair of the Board shall ensure that the directors can, in so far possible, take part together in dealing with 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 is in charge of the Board’s work on issues. If neither the Chair of the Board nor Deputy Chair takes part, the Board is to elect a person to be in charge of the Board’s work on the issue.
(4) The CEO is entitled and obliged to take part in the Board’s work on issues and to state his/her views unless otherwise determined by the Board in each individual case.
Article 40 Board Committee
(1) The Board is to appoint a Board Committee consisting of the Chair and Deputy Chair of the Board, one director from the association that the Chair or Deputy Chair of the Board does not represent and one of the directors mentioned in Article 28 (2) d. Four personal alternate directors are to 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.
Article 41 The preparation of issues and notification
(1) The CEO is to prepare issues to be dealt with 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 dealt with by the Board is to 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 take part in dealing with the issue.
(3) If a director is prevented from attending, his/her alternate director is to 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 taking part in dealing with an issue to have voted for it. If the vote is tied, the chair of the meeting has the casting vote. In the case of an amendment to or proposal to amend rules, practices or grants that relate to settlements or cultural funds, at least one member from all the associations mentioned in Article 28 (2) a to c must have voted for the amendment.
(2) This provision applies correspondingly to Board Committee resolutions.
Article 44 Disqualification by reason of prejudice
(1) A director may not take part in dealing with or deciding on questions that are of such special importance to the director or to any of his/her related parties that the director must be regarded as having a pronounced personal or financial special 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) A director or CEO must also not take part in dealing with an issue concerning a loan or other credit to him/herself or concerning security for his/her 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 are to be kept. These must as a minimum state the time and place, participants, how the issue was dealt with and the Board’s resolution.
(2) If the Board’s resolution is not unanimous, the voting figures are to be stated.
(3) A director or CEO who disagrees with the resolution may demand to have his/her views stated in the minutes.
(4) If the Board has dealt with issues in a meeting, the minutes are to be signed by the chair of the meeting and one director. The minutes are then to be sent to all the directors with a deadline for comments. If the Board has not dealt with issues in a meeting, the minutes are to 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 are to be sent to the Board as quickly as possible.
TONO’s relationship with the outside world
Article 47 Representation to the outside world
The Board represents the society to the rest of the world 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 representation to the rest of the world
(1) The CEO has a registered power of attorney for TONO.
(2) The CEO represents TONO to the rest of the world concerning issues which form part of the day-to-day management.
Chapter VII Audits, etc.
Article 50 Auditor
(1) The annual meeting is to elect an auditor. The auditor must be a state-authorised public accountant.
(2) The fee payable to the auditor is subject to the approval of the annual meeting.
(3) The auditor is to serve as an auditor until another auditor has been elected.
(4) Should the auditor’s assignment be terminated before the expiry of his/her term of office, the Board shall immediately arrange for the election of a new auditor who is to function 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 is to provide the annual meeting with an auditor’s report for each financial year.
(2) The auditor’s report is to be in the possession 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) a to c. One member and one alternate member may be independent of these groups. One member and one alternate member are to represent the heirs. The Control Committee’s chair is to come from onw 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 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 is at all times to have access to TONO’s accounts. The Control Committee is to be sent the minutes of the Board meeting after each Board meeting. Should the Committee find that a Board resolution contravenes legislation, TONO’s Articles of Association, a resolution of the annual meeting or the Board’s own guidelines, the Committee is to notify the Board of this 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 distribution schedule;
b) the settlements take place in accordance with the Articles of Association and 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 Committee may examine the associations’ annual accounts.
(6) The Control Committee is to keep a record of its negotiations 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 unit holders 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 time stipulated in TONO’s distribution schedule or which the Board orders it to carry out.
(3) Minutes of the Distribution Committee’s meetings are to 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 composition of the Committee is to have the aim of ensuring 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 time stipulated in TONO’s distribution schedule or which the Board orders it to carry out.
(4) Minutes of the Committee’s meetings are to be sent to the Board.
Article 57 Other bodies
The Board may establish other bodies and committees to carry out specific tasks if it finds this necessary and these are to report to the Board.
Chapter IX Distribution rules
Article 58 Distribution of payments
(1) The costs of carrying out TONO’s tasks according to Article 3 are to be deducted from payments from performances licensed by TONO.
(2) The net amount arrived at is to be distributed to the rights holders (settled) in accordance with a distribution schedule that is agreed on 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 agreed on.
(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 in accordance with Article 58.
(4) Payments for mechanical productions that TONO receives from societies that manage mechanical production rights are to be distributed among the work’s rights holders according to the mechanical production distribution rules stipulated in the distribution schedule. TONO is not to deduct any costs from such payments.
(5) Within the framework of TONO’s reciprocal agreements and the CISAC regulations, the Board is to determine more detailed rules concerning the distribution of shares from
a) partly protected work,
b) 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.
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 settlement amounts are to 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) 5/10 ‐ The Norwegian Society of Composers (Norsk Komponistforening) 4/10 ‐ The Norwegian Music Publishers’ Association (Norsk Musikkforleggerforening) 1/10.
Before the amount is paid out, the associations are to provide a written account of the main features of what the funds will be used for and enclose their accounts and directors’ report for the previous year. The Board may ask for additional information before payment takes place.
The control of the use of the funds is the business of 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 is to be distributed through TONO.
TONO’s Board is to appoint one creator/author to the Norwegian Music Publishers’ Association’s scholarship board, which consists of four persons.
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 independent representative with personal alternate members
The associations’ representatives are to be appointed by the associations, while the independent representatives and their personal alternate members are to be elected by the annual meeting for a two-year term of office.
TONO’s scholarship funds are to be used for scholarships for creators/authors that have a management contract with TONO, irrespective of any links to an association. The Board is to stipulate more detailed criteria for the allocation of scholarships.
The scholarship committee’s decisions may be appealed against 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 against.
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 ordinary/extraordinary annual meetings.
(2) The two meetings must be held at intervals of at least two and at the most 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 is to 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 after debts and winding-up costs have been covered are to 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 overlapping provision in Article 31 (1) is to be implemented by the annual meeting 2013 elects five directors and respective alternate directors for two years and four directors and respective alternates for one year.