Strategy and statutes

Adopted at the founding meeting in Bergen on 18 March 2010
Amended following the Council meeting on 9 April 2013

Amended following the Council meeting on 2 April 2014

Amended following the Council meeting on 7 June 2017

Amended following consultation with the Council on 13 June 2019

Last amended following consultation with the Council on 10 April 2024

§ 1 Name and establishment

The Foundation is a public-benefit foundation established in 2010 with funds received from Visjon Vest, a unit within Sparebanken Vest.

§ 2 Endowment capital

The Foundation’s endowment capital is NOK 100,000.

§ 3 Purpose

The Foundation’s public-benefit purpose is, through its own activities, including the dissemination of knowledge and proposals from recognised research and expert communities, to contribute to measures – public as well as private – that lead to the rapid reduction and cessation of anthropogenic greenhouse gas emissions. Likewise, the Foundation may work to promote measures that mitigate the harmful effects of climate change that has already occurred or may occur in the future.

The Foundation shall also promote awareness-raising activities aimed at improving the climate and environment.

The Foundation shall not have profit-making as its purpose.

§ 4 Board

The Foundation’s Board shall consist of 5 to 7 members, and 1 to 2 permanent deputy members may be elected. The Board elects its own members, deputy members and Chair by a simple majority of those who are Board members at the time of the decision. Before the election takes place, the Council’s opinion on the candidates shall be obtained.

The term of office for Board members is 2 years, with the possibility of re-election.

The Foundation’s capital is managed by the Board, which appoints an auditor and an accountant and ensures sound accounting and auditing. The Foundation shall comply with the rules on accounting and auditing applicable at any given time.

The Board may employ a salaried Managing Director and may appoint a secretariat to handle administrative matters.

The Board represents the Foundation externally. The Board may authorise the Chair of the Board and one of the other Board members to sign jointly on behalf of the Foundation.

§ 5 Board proceedings

The Board makes its decisions in meetings, unless the Chair of the Board finds that the matter can be submitted in writing or dealt with in another satisfactory manner. The annual accounts shall always be dealt with in a meeting. Meetings shall be held either in person or by telephone or video conference, as further decided by the Chair. The Board has a quorum when more than half of the Board members attend the Board meeting.

A decision by the Board requires that a majority of the Board members participating in the consideration of a matter have voted in favour. In the event of a tie, the Chair of the Board shall have the casting vote.

A Board member may not participate in the consideration of or decision on matters that are of such particular importance to themselves, to any of their close associates, or to a legal entity in which they or any of their close associates hold a position or office of trust, that they must be presumed to have a significant personal interest in the matter.

The Board shall keep minutes of its meetings, with the pages numbered consecutively. The minutes shall state as a minimum:

• the time, place and form of the meeting
• who is present
• which decisions are made, including who votes for and who votes against or abstains from voting on a particular matter
• the signatures of those present

At least 6 Board meetings shall be held each year and otherwise when deemed necessary, when requested by a Board member or the Managing Director, or when required by law or other relevant provisions.

§ 6 Council

The Foundation shall have a Council of 10–30 members.

Each institution shall appoint a permanent representative entitled to attend and act on its behalf on the Council. Each institution shall notify the Foundation’s Board in writing of its representative on the Council. A representative who has been notified to the Board is authorised to attend and act on the Council until a new representative is notified to the Board, or until the institution’s term of office expires without the institution being re-elected.

New Council members are elected on the proposal of the Board by a simple majority vote of those who are Council members at the time of the decision.

Preferably, half of the seats on the Council shall be up for election every two years.

The Board may lay down further instructions for the conduct of elections of members to the Council.

The term of office for a Council member is 4 years, with the possibility of re-election.

The Council has an advisory function and gives its opinion on:

• the Foundation’s strategy
• the Foundation’s projects
• the accounts and annual report
• new members of the Board
• other matters submitted to the Council

The Council meets when convened by the Board and at least once a year.

The Council elects its own Chair.

The Board may decide that the Council shall have such authority, or parts thereof, as set out in section 36(2) of the Foundations Act of 2001.

Before the Board makes a decision on granting such authority, a statement shall be obtained from the Council and the founders. A valid decision on granting authority to the Council requires unanimity among the Board members on granting such authority at two consecutive Board meetings held at least two months apart. The Board’s decision must be implemented by an amendment of the statutes.

§ 7 Registered office

The Foundation’s registered office and the seat of the Board shall be in Bergen Municipality.

§ 8 Management of returns, etc.

The Foundation’s available endowment capital, as well as the annual net return, shall, as determined by the Board, be applied in furtherance of the Foundation’s purpose.

§ 9 Restructuring

The Board has the authority to restructure the Foundation. In the event of any restructuring, except where the restructuring is governed by section 46(2) of the Foundations Act of 2001, the Board shall obtain an advisory opinion from the Council before a decision on restructuring is made. A statement shall be obtained from the founders to the extent required by section 49 of the Foundations Act of 2001.

A decision on restructuring is not valid until it has been approved by the Norwegian Gambling and Foundation Authority (Lotteri- og stiftelsestilsynet), cf. section 48(2), third sentence, of the Foundations Act of 2001.

§ 10 Dissolution

The Board has the authority to dissolve the Foundation. In addition to the Board’s general power to resolve on dissolution, the Board may resolve to dissolve the Foundation if the Foundation has not received funds at least equal to the Foundation’s endowment capital during the two preceding calendar years. The Board shall obtain an advisory opinion from the Council and the founders before the Board makes a final decision on dissolution.

In the event of dissolution of the Foundation, the Foundation’s assets shall be transferred to Norwegian Society for the Conservation of Nature (Norges Naturvernforbund).