Statutes for Norway Health Tech

The name of the association is Norway Health Tech.

Norway Health Tech is a national health cluster that consists of national and international companies, hospitals, municipalities, research and development organizations, financial institutions, private investors, as well public and other actors working on research, clinical trials, innovation and business development and those who are users of new health products and solutions.

Norway Health Tech’s mission is to improve quality in treatment and care by developing and industrializing world class health solutions though our members and eco-system. We aim to create sustainable solutions to global health challenges, by facilitating international collaborations and growth in the Norwegian health industry.

Norway Health Tech's overall goal is that the activities shall contribute to enhancing members' productivity, competitiveness and Norway's attractiveness in health.

The members, the number of members as well as the capital available will vary from year to year.

The association will be registered where the secretariat is located, and member companies will take place in different regions of Norway. The association will also have international members.

Admitted members of the association are companies, education-, R&D- and knowledge institutions, public and private healthcare providers, patient- and user-driven associations, development, service and financial institutions that support the association's purposes.

Application for membership shall be submitted to the Board of Directors, who determine - whether the applicant should be accepted as a member. Membership requires that admission and annual fees be paid in due time.

The members pay membership fees as determined by the Annual General Meeting (AGM).

The Association consists of the following bodies;

• General assembly
• Board of Directors
• Secretariat

In addition, the general assembly may establish a strategic council and the board of directors may establish workgroups, who report directly to the Board.

The General Assembly is Norway Health Tech’s upper body.

The Annual General Meeting will be held each year by the end of May and shall be called by at least fourteen days’ written notice

to the members. The notice shall contain the agenda for the General Assembly and proposed issues to be discussed.

The Annual General Meeting shall consider the following matters:

1. Election of Chairperson
2. Election of secretary and two members to sign the protocol
3. Approval of the notice and agenda
4. A record of the members present at the General Assembly
5. A copy of the Directors' report for the preceding fiscal year
6. Approval of audited accounts for the preceding fiscal year
7. A copy of the auditor's report
8. Approval of auditor’s fees
9. Approval of liability for directors
10. Decision on fund allocation
11. Treatment of budget and determination of dues for the following year
12. Issues that the board or members wish the General Assembly to handle
13. Election of
    1. Chairman of the board
    2. Deputy chairman of the board
    3. Board members
    4. Auditor
    5. Election committee

Any case/matter/claim/issue/task that members wish to treat at the Annual General Meeting must be submitted in writing to the Board in advance of the last board meeting before calling the Annual General Meeting.

Correct convened General Meeting will be a quorum without requirements for number of attending members. Statutory amendments require an attendance of two-thirds majority of those present. Other matters/cases/issues are decided by simple majority. Each member has one vote. Members who have not paid their membership fees (dues) by the time of the General Assembly, have no voting rights. Polls are conducted in writing if demanded. Any new election should take place openly.The Chairman has the casting vote if a tie should arise.

Extraordinary General Assembly is held upon decision from the Board or by at least 20% of the members in writing. Notice and determinations of Extraordinary General Assembly follows the same rules as for the Annual General Meeting.

The association’s board consists of the chairman and 4 - 12 members which are all elected by the General Assembly. The Board composition shall reflect the different categories of the members of the Association in a balanced manner. The chairman and the deputy of the board is elected annually for one year at a time. Other board members are elected for two-year terms. In the first election, half of the board members are elected for one year, so that half of the board’s members are elected every year. Both the chairman, the deputy and members of the board may be reelected. If the chairman resigns from the board during his/her period, will the deputy become chairman of the board.

The Board has a quorum when at least half of its members are present or participates electronically/by phone. Board resolutions/statutes/decisions are passed/set/decided by a simple majority. The chairman or deputy of directors has the casting vote/double voting.

The General Assembly delegates all tasks identified or agreed upon by the General Assembly to the Board of Directors with the following exceptions:

1. Approval of Annual Report
2. Approval of the Financial Statements
3. Decision on fund allocation
4. Notice of liability for directors
5. Determination of fees
6. Statutory amendments
7. Appointment of Auditor
8. Approval of auditor’s remuneration
9. Dissolution of the Association

The Secretariat carries out the diverse day-to-day work of the Association. The secretariat is headed by Chief Executive Officer (CEO) appointed by the Board. The CEO reports to the Board.

The signature rights are assigned to the Chairman and the CEO.

The Election Committee shall propose candidates to/for all elections to/for the General Assembly. Upon Board elections, the Election Committee shall propose candidates in accordance with the composition stated in the statutes. The Election Committee consists of three members, elected by the General Assembly for a term of two years. However, all members are never replaced simultaneously. The Election Committee's proposal(s) is/are sent to the members directly along with the notice of the Annual General Assembly Meeting.

Resignation shall/must be in writing to the Association's Board.

The Board may exclude a member who opposes the Association’s purposes or damages the Association's reputation. Members who fail to pay dues may be excluded by the Board.

The decision to dissolve the Association shall be made by two consecutive ordinary general meetings with at least fifty per cent of the members participating where two thirds vote in favor of dissolution. The legal decision on the dissolution of the Association is conditional on the Board recommending it and having the matter explicitly mentioned in the notice of general meetings. The final General Assembly where the final decision is made on the resolution shall appoint a liquidator who will determine how the funds or assets, after payment to all creditors and the payment of other debts, shall be distributed for the benefit of the Association's purposes.

The Association may not raise interest-bearing debt without approval by/from the General Assembly.

Members have no financial responsibility for the Association's debts