Operation of associations
An association is self-owning and it is the articles of association that establish the framework for the way in which an association must be organised and the rules that apply to the association.
The annual meeting
The annual meeting is the association's supreme body whish all members have a right to attend and speak and vote at. The annual meeting can make decisions regarding any matter that concerns the association. The annual meeting is free to delegate this authority to other bodies, such as a board. The annual meeting can also instruct other bodies within the association or reverse previous decisions taken by subordinate bodies.
Rules concerning how frequently annual meetings must be held, requirements concerning summonses and the practical arrangements for annual meetings are normally set out in the association's articles of association. Even if it is not specifically stipulated in the articles of association, each member has one vote. Decisions taken at the annual meeting are normally reached through an ordinary majority amongst the members present. Stricter majority requirements apply, for example, to amendments to articles of association and resolutions to dissolve and delete the association.
The annual meeting considers the accounts, budgets and the board's annual report. Elections in accordance with the articles of association are also considered at the annual meeting.
Digital meetings are now accepted like physical meetings. Normally, digital meetings are held by using different solutions for telephone, video conference or a digital meeting application. Simultaneous participations and dialogue between the participants should be enabled.
Associations which carry on commercial activity are obliged to have a board. Other associations can stipulate in their articles of association whether or not the association is to have a board.
For associations without a board, it is the annual meeting which is responsible for managing the association. This will generally be impractical and most associations therefore stipulate in their articles of association that they must have a board with certain competences. The board is normally elected by members of the association. There is no minimum requirement concerning the number of board members. The articles should preferably specify a minimum and a maximum number of board members.
Employees, general manager/manager
There is nothing to prevent both members and non-members being employees of an association and receiving salary. The general manager can take decisions which concern the general management. The board is responsible for decisions which extend beyond what is considered to constitute general management, e.g. strategic decisions.
Note that special rules apply to associations as regards tax, employer's National Insurance contributions and salary payments.
Signature right is an authority to act and sign on behalf of the association.
Notification of the registration or alteration of signature rights is given via the Coordinated register notification. Minutes from the annual meeting, board or articles of association which show the change are required as documentation. Alternatively, the entire board may sign the form.
Power of procuration
Power of procuration is an authority to act and sign on behalf of the association as regards most matters which concern the operation.
Notification of the registration or alteration of a power of procuration is given via the Coordinated register notification.
For more information on signature rights and power of procuration, see brreg.no.