§ 1 The association
The association’s name is Gramo.
The association was established on 7 June 1989 in Oslo by the following rightholder organisations:
Skuespillerforeningen av 1978
The Association is an independent organisation with its offices in Oslo.
§ 2 Purpose
Gramo’s primary purpose is to negotiate, collect, manage and distribute remuneration for producers and performing artists when their sound recordings are broadcast or performed publicly in Norway, cf. § 21 of act No. 2 of 12 May 1961, relating to copyright etc. (The Copyright Act).
Gramo may also collect, manage and distribute other types of remuneration due to the same rightholders. The same applies to funds that will come to benefit the rightholder groups in ways other than through individual distribution.
Gramo does not have a financial surplus available, as the collected remuneration shall be paid to rightholders as outlined in § 10.
§ 3 Membership
All those who are entitled to remuneration pursuant to the stipulations of § 21, the Copyright Act, may become members of Gramo.
Members of Norwegian rightholder organisations in the area can become regular members. Other Norwegian rightholders, foreign producers and performers, and heirs, can become affiliated members.
Gramo membership must be terminated in writing, effective as of 1 January, giving three months’ notice.
The right to membership shall lapse once there is no longer an entitlement to remuneration pursuant to § 21, the Copyright Act.
§ 4 Approval of rightholder organisations
Rightholder organisations representing Norwegian performers or producers may be included in the association as rightholder organisations. The Board decides whether or not to include based on the applicant’s purpose and work, and on whether or not the applicant has a reasonable number of paying, remuneration-entitled members. The Board may make special stipulations for regulations.
Rejected applications can be appealed to the AGM within the applicable proposal period.
§ 5 Management
Pursuant to § 21, the Copyright Act, Gramo manages remuneration rights for broadcasting and other public performance, in Norway, of protected sound recordings. This applies to both Norwegian and foreign rightholders, independently of Gramo membership.
Regular/affiliated members of Gramo confirm this management through their membership application, and may at the same time – preferably globally – transfer the corresponding management right for performances taking place abroad. Changes to the geographic scope of the management right must be made in writing, effective as of 1 January, giving three months’ notice.
Gramo can manage rights other than the right to remuneration, in accordance with § 21 the Copyright Act. This requires a special management contract with the members, or with the rightholder organisation representing their rights.
§ 6 The AGM
The AGM is Gramo’s highest governing body.
Ordinary AGM shall be held in the course of the first six months of the year. Proposals for the AGM must have been received by the Board before 1 February. The summons for the AGM, including any proposals, is sent out by e-mail at least 1 month before the meeting. At the same time, the annual report and agenda documents are prepared to be sent out on request, and for download via the Gramo website.
Only regular members have the right to vote at the AGM.
Applications for regular membership must have been received by Gramo no less than a week before the AGM in order for the relevant party to be granted the right to vote at the relevant AGM.
Regular members that, over the course of one of the last three settlement years, have received settlement in excess of NOK 1,000 may grant proxy rights to another regular member or to their rightholder organisation.
In order to be valid, proxies for the AGM must have been received by Gramo at least a week before the AGM. After this point, proxy rights cannot be withdrawn other than through personal attendance at the AGM.
Only proxies issued for the AGM in question are valid.
Proxy cards issued by Gramo should be used.
Affiliated members, administration and rightholder organisations have the right to attend, speak and submit proposals at the AGM.
The agenda for the ordinary AGM shall cover the following points:
Election of chairman, minute takers and two signatories for the meeting minutes
Approval of Board fees
Approval of auditor fees
Discharge of responsibility for the Board
Election of Board and deputies
Election of government-authorised auditor
Election of two people, with deputies, for the association management control committee.
Election of an election committee consisting of five members, with a committee leader who is independent of the rightholder groups (cf. § 8, sub-section 2, final sentence, as well as two from each sector)
Any other matters raised by the Board or submitted by the members.
The votes of the two rightsholder groups – the performers and the producers – shall be weighted equally at the AGM, meaning that matters that are to be handled jointly require a simple majority in both groups in order to be adopted.
The Board can, on the basis of a relative majority, issue a summons for an extraordinary general meeting. The Board shall summon members to an extraordinary general meeting when necessary, or when at least 15% of regular members in the performer group, or 30% of regular members in the producer group so request in a written communication to Gramo.
For matters relating to both rightholder groups, the aforementioned percentages of regular members from both groups needs to present demands.
The summons for these meetings is issued in the same manner as for the ordinary AGM, with at least 30 days’ notice.
§ 7 The work of the election committee
The election committee shall present nominations for the following elections to the AGM:
Election of chairman
Election of the Board. The election committee nominates a chairman and a deputy in a plenary session. The remaining three plus three board members and their deputies are nominated based on sectoral nomination from a two-part committee.
Election of government-authorised auditor
Election of control committee
The nomination shall be made in writing and ready to be sent out/published together with the other AGM documents.
The AGM elects the election committee based on input from the outgoing board.
Election of count takers and representatives responsible for signing the minutes prepared by the administration.
§ 8 The Board
The Board is responsible for the management of the association. The Board shall ensure that the association’s activities are organised responsibly and monitor day-to-day operations together with the Director.
The Board comprises seven board members with dedicated deputies. Three of these board members shall be elected by the producers’ rightholder group and three by the performers’ group. The seventh board member shall be independent of both the rightholder groups and shall be elected by the AGM pursuant to § 6, sub-section 11 of the statutes. Independent is taken to mean that the person in question is not linked to any of the approved rightholder organisations, nor a member of Gramo.
If a simple majority is not achieved in both rightholder groups for an independent member, the election of the independent member shall be made in accordance with the nomination of the election committee, but only if its nomination is unanimous. If it is not unanimous, the chairman shall ask the Ministry of Culture to appoint this member.
The six ordinary board members are elected for a term of one year at a time while the independent member, who shall also be the chairman, is elected for a term of two years at a time. The Board elects the first and second deputy chairman from the two rightholder groups, and these roles alternate between the two groups every year.
Four board members must be present in order for the Board’s quorum requirement to be met. Minutes shall be taken at the board meetings.
The Board employs the Director, prepares the job description and issues proxies. The Board signs on behalf of the association. The Board may grant and withdraw the right of the chairman and first deputy chairman, jointly, to sign on behalf of the company. The Board has the authority to bind the association.
§ 9 General management
The Director manages the day-to-day operations of the association based on instructions issued by the Board.
Unusual matters and matter of extraordinary importance to the association must always be put before the Board. If it is not possible to bring such matters before the Board without significant inconvenience, the Director is authorised to settle the matter together with the chairman or, in their absence, the deputy chairman. The Board shall be notified of the decision as soon as possible.
The Director represents the association outwardly in connection with matters that fall under day-to-day management.
The Director, or a person specially authorised by the Director, can represent Gramo in connection with legal collection of remuneration.
The Director employs administrative personnel within the frameworks established by the Board.
§ 10 Remuneration
The remuneration, as regulated by § 21, the Copyright Act, is distributed equally between the two rightholder groups.
Individual distribution within each rightholder group shall take place in such a way that each group establishes distribution criteria and distributes their share of the revenue without involvement of the other group.
The association also distributes funds for collective purposes in accordance with laws and regulations. The appropriation for collective purposes is made by the relevant sector committees, as established by the Board. The Board shall check the sectors’ appropriations before payment can be made.
Other remuneration is distributed in accordance with the relevant distribution rules.
Remuneration collected in accordance with § 2 of the statutes shall, with deductions for administrative expenses, be awarded to the rightholders in full. To the extent that individual distribution is not possible, the funds shall come to benefit the member through distribution for collective purposes, cf. section 2 of this stipulation.
§ 11 Dissolution
In the event that the association was to dissolve, the association’s funds shall accrue to the rightholders. To the extent that individual distribution cannot be performed, the funds shall accrue to collective purposes, as outlined in § 9.
§ 12 Accounts
The accounting year mirrors the calendar year.
The accounts shall be audited by a government-authorised auditor.
§ 13 Statutes
Changes to the statutes require a 2/3 majority in both rightholder groups.
Changes to the statutes must be approved by the Ministry of Culture.
Adopted by the constituent general assembly on 7 June 1989 with amendments, most recently at the ordinary AGM on 31 May 2016. The statutes and their amendments have been approved by the Ministry of Culture.