Adopted at the founding meeting on 14 December 2000.
The Centre for Rural Research (hereinafter referred to as the Foundation) is a private foundation established by Allforsk (hereinafter referred to as Allforsk), Stiftelsen allmennvitenskapelig forskning i Trondheim, pursuant to the Act of 23 May 1980 No. 11 relating to Foundations. The English name of the Foundation is Centre for Rural Research.
The registered office of the Foundation is in Trondheim.
The basic capital of the Foundation is NOK 200.000 paid in by Allforsk, Stiftelsen allmennvitenskapelig forskning i Trondheim.
Beyond this, the Foundation provides the financial basis for its activities from payment for projects and services, and through any grants and contributions from public- and private-sector sources. The Foundation has a non-profit objective and aims to carry out research for the public benefit in which any financial operating surplus is to be used for strengthening the objective of the enterprise.
The Foundation is an independent legal entity, and is financially and administratively independent of NTNU. Financial liabilities that are based on the Foundation’s activities can only be claimed against the Foundation.
The Foundation may carry out its research activities in cooperation with NTNU.
Guidelines for cooperation are specified in a framework agreement between NTNU and the Foundation. The agreement stipulates reciprocal rights and obligations, including rental of premises from NTNU and use of NTNU’s equipment and infrastructure.
The Foundation is managed by a Board with nine members who are elected as follows:
Members/deputy members elected by and among the employees are elected for terms of 2 years and in other respects the election takes place in accordance with the rules laid down pursuant to Section 6-4 of the Norwegian Companies Act.
Other Board members/deputy members are elected for terms of 3 years. Among these members of the Board, efforts should be made to achieve a rotation scheme so that there is a gradual replacement of members. In connection with re-election, the election authority may therefore stipulate that the new term for up to half of the members who are re-elected is to be shorter than 3 years.
The Board elects its Chair and Deputy Chair itself.
The Board may elect a narrower working committee with a chair, deputy chair and up to two additional members who, in accordance with guidelines provided by the Board, monitor the activities between the Board’s ordinary meetings.
The Board appoints a chief executive officer (Director General) and determines the salary, conditions of employment and instructions for the position. The Director General is responsible for the day-to-day management of the Foundation’s activities and shall follow the instructions and guidelines issued by the Board. The Director General has a right and an obligation to participate in the Board’s consideration of matters and to address the Board, unless otherwise decided by the Board on a case-to-case basis. The Director General prepares the agenda to be considered by the Board.
In other respects, the provisions of Chapter 6 of the Act of 13 June 1997 No. 44 on limited liability companies apply to the Board and the Director General to the extent that they are appropriate.
Commitment of the Foundation with respect to the outside world is undertaken jointly by the Chair of the Board and the director-general, or jointly by two members of the Board.
The Board may grant powers of procuration.
The Foundation shall have an auditor elected by the Board.
New election of an auditor requires the approval of more than half of the Board’s regular members.
The Board may pass a resolution to amend the Articles of Association. For a valid resolution, a 2/3 majority of the members of the Board who are present is required at two meetings at least 3 months apart.
Before the Board makes a final decision on amendment of the Articles of Association, the proposal shall be submitted to the Research Council of Norway and NTNU for comment.
The Board may pass a resolution on dissolution in accordance with the procedure described in Article 9 of the Articles of Association.
In connection with dissolution of the Foundation, the Foundation’s funds shall be used in such a way that the objective and activities described in Article 3 of the Articles of Association are provided for in the best possible manner. The application of the funds is to be approved by the Board.