Statues

Statues of Petro Arctic
Unanimously adopted at formation meeting on 9 December 1997. Last amended at AGM on 27 February 2007.

Statute 1
Petro Arctic is an organisation representing the interests of companies and others who wish to carry on business activities directed to petroleum projects in North Norway and North Western Russia.

Membership will be granted by the Board by simple majority, following application. Members have no responsibility for any obligations of the Association other than for membership subscription.

The purpose of the Association is idealistic and it makes no direct contribution towards any financial benefit for its members or itself.

Statute 2 OBJECT
Petro Arctic shall work to see that the maximum possible share of supplies of goods and services provided to petroleum projects in North Norway and North Western Russia goes to its members.

Petro Arctic shall act as joint coordinator for member companies in their activities to establish commercial links with the developers and their contractual partners.

Petro Arctic shall work for members’ interests vis-à-vis relevant players and authorities in such a way that will establish optimum terms for its members.

Petro Arctic shall work to ensure that members receive the necessary expertise and development opportunities that will allow them to become competitive and profitable.

Petro Arctic shall actively assist in the marketing of member companies to relevant players and their contractual partners.

Statute 3 ANNUAL GENERAL MEETING
The Association’s highest authority shall be the Annual General Meeting. The General Meeting shall be open to all members who have paid their membership subscription for the current year.

The Annual Meeting shall elect its Chairman and secretary. The Ordinary Annual General Meeting shall be held by 1 May each year, in Hammerfest. The first time will be in 1999. Notice shall be given in writing by the Board at 14 days’ notice.

Members shall be notified of the time of the General Meeting in good time so that, within a time limit of 3 weeks, they may notify matters that they wish to be considered at the Annual General Meeting.

Notice of the General Meeting shall be accompanied by:

Agenda
Annual Report
Audited accounts

The Annual General Meeting shall consider the Directors’ Report on the activities of the Association, the audited annual accounts for the previous year, the auditors’ report, remuneration to the Board, and shall fix the membership subscription for the coming year and elect members to the Board, the Chairman of the Board, the auditors and nomination committeeExtraordinary General Meetings may be held when:

The Board considers it necessary
At least three of the Association’s members call for this in writing

Notice of an Extraordinary General Meeting, which shall be given in writing no less than one week before the Meeting, shall be accompanied by a briefing by the Board as to the reason for the Extraordinary Meeting.

Statute 4 THE BOARD
Petro Arctic shall be managed by a Board of six representatives with three alternates.   The Chairman of the Board and members plus their alternates shall be elected at the Annual General Meeting.

The Board and Chairman will be elected for two years at a time. Alternates will be elected for one year. The Board will elect its Deputy Chairman.   In the event of a tied vote, Board business will be decided on the Chairman’s casting vote.

The Board shall be quorate when no less than four members are present. If the Chairman of the Board is present, the Board will be quorate when at least two other Board members are present.The Board is authorised to make employment decisions and to enter agreements for the purchase of services. The Board may grant power of attorney and withdraw it with immediate effect. The Chairman, or two Board members jointly, may sign on behalf of the Association.

Statute 5 THE SECRETARIAT
Petro Arctic shall have a secretariat. The services of the Secretariat may be hired in. The office shall be located in Hammerfest.

Statute 6 AMENDMENTS TO STATUTES
Amendments to the statutes shall be decided by a 2/3 majority at the Annual General Meeting.

Members shall be notified of proposals to amend the statutes no less than three weeks before the General Meeting.

Statute 7 DISSOLUTION OF THE ASSOCIATION
The Annual General Meeting may decide on dissolution following a proposal to dissolve, provided this has been announced to members at least three months’ beforehand.   To be valid, the resolution to dissolve the Association must be passed by a 2/3 majority. Once the resolution has been passed, assets shall be sold and any debts repaid.   Any surplus value shall be passed to another non-profit organisation or to the public authorities.

Statute 8 EXCLUSION
Members undertake to observe the statutes of the Association and any other statutes passed by the Annual General Meeting. In the event of serious breach of the Association’s statutes, or guidelines that apply to members of the Association, the Board may exclude members.

Statute 9 MEMBERSHIP SUBSCRIPTION
The Annual General Meeting will fix the membership subscription for the following calendar year. In considering the Board’s proposal for membership subscription, weight shall be given to the fact that the subscription must differentiate by the size of member company. The fixed subscription shall be paid within the time limit determined by the Association’s Board.

To resign, a letter of resignation has to be present at Petro Arctic before the start of the last month of one year to take effect the following year. If you fail to do so memebership fee for the following year has to be paid.

15.07.07