By-laws of Kopinor
Adopted at the statutory meeting of the Council of Representatives of Kopifag on 30 April 1980, latest amendment 30 April 2019.
§ 1 OBJECTIVES
Kopinor is a collective management and interest organisation that represents the rightsholders to literary and artistic work, etc.
Kopinor’s objective is to safeguard the economic and moral rights of authors and other rightsholders by managing rights on a non-exclusive basis when the members find this expedient.
Kopinor is organised as an association with no independent economic objectives.
§ 2 TASKS
- manage rights by entering into contracts relating to the copying and other utilisation of copyright-protected works in so far as the member organisation in question does not reserve itself from this
- collect and distribute the remuneration for such utilisation stated in the first item
- enter into agreements with organisations representing foreign rightsholders concerning the management, collection and distribution stated in the first item
- implement other measures that promote the interests of the rightsholders.
§ 3 MEMBERSHIP
Organisations which, on behalf of their members, are entitled to enter into contracts relating to the copying and other utilisation of the members’ works may apply for membership of Kopinor.
Organisations representing authors must comply with the Norwegian Copyright Act’s requirements concerning the establishment of an extended collective licence. Publishers’ organisations must, within their field of operation, represent a substantial number of the publishers of the works used in Norway and be suited to the management of rights in this field.
When utilising remuneration collected pursuant to the extended collective licence provisions of the Copyright Act, the member organisations are obliged to treat rightsholders who are non-members in the same way as those who are members.
The Council of Representatives may determine more detailed guidelines for the admission of members.
Applications for membership are decided by the Council of Representatives with at least 2/3 of the votes present. The admission of new members is subject to an entrance fee to be determined by the Council of Representatives.
A decision to admit a new member pursuant to paragraph one takes effect as from 1 January of the following year. New members are to be regarded as being automatically bound by all relevant agreements and guidelines in the same way as existing members.
The termination of membership is subject to no less than six months’ notice and takes effect as from 1 January of the following year. An organisation that has terminated its membership will not be bound by agreements entered into by Kopinor during the period of notice but is bound by existing agreements until their expiry.
§ 4 KOPINOR’S BODIES
Kopinor’s bodies are the Council of Representatives (§ 5), Executive Board (§ 6), Executive Board’s Working Committee (§ 6-4), Distribution Committee (§ 7), Nominating Committee (§ 8) and Arbitration Tribunal (§ 9).
§ 5 COUNCIL OF REPRESENTATIVES
Each member organisation appoints one representative and one deputy representative to Kopinor’s Council of Representatives. The deputy representatives are entitled to attend, speak at and submit proposals to the Council’s meetings. The member organisations notify Kopinor in writing of those who have been appointed. An appointment remains in force until it is withdrawn in writing. A member organisation may authorise a representative of another member organisation to represent it at an individual meeting. One representative may not have more than two such authorisations.
At least two Council of Representatives’ meetings are to be held each year. One meeting is to be held each spring within 1 June and is Kopinor’s annual meeting. The second meeting is to be held each autumn within 1 December.
The Council of Representatives is otherwise to be convened at the request of the Executive Board, auditor or at least three member organisations. The Council of Representatives may hold by-elections.
Notice of a Council of Representatives’ meeting is to be given in writing and at least eight weeks in advance.
An agenda and case documents are to be sent to the Council of Representatives’ members and the member organisations at least three weeks before the meeting is to take place. The Executive Board sets the agenda.
The member organisations and Council of Representatives’ members may propose matters to be dealt with at the meeting of the Council of Representatives. Such proposals must be received by Kopinor within 1 February or 1 August, respectively.
Notice of an extraordinary meeting of the Council of Representatives is to be given in writing at least three weeks in advance. The agenda and case documents are to accompany the notice.
Meetings of the Council of Representatives are to be chaired by the chairperson or vice chairperson elected at the previous annual meeting. Should these persons not be present, the Council of Representatives may choose another meeting chairperson. Decisions may not be made on matters that are not on the agenda. Unless otherwise stated in these by-laws, decisions require a simple majority. In the case of elections, the person who receives more than half of the votes is to be regarded as the person who is elected. Minutes are to be kept of the meetings.
The members of the Executive Board are entitled to speak at and submit proposals to meetings. The chief executive officer and the chairperson of the Distribution Committee are entitled to attend and speak at meetings.
The Council of Representatives is quorate when at least 2/3 of its members are present or represented by proxies.
Should the Council of Representatives not be quorate, the members are to be given at least two weeks’ written notice of an extraordinary meeting at which decisions can be made by those present pursuant to otherwise applicable rules.
The Council of Representatives has the following main tasks:
- to control the activities of the Executive Board
- to approve the accounts and determine the budget
- to elect the Executive Board, Distribution Committee and Nominating Committee
The Council of Representatives sets guidelines for the Nominating Committee and for the management and distribution of remuneration.
The Annual Meeting is to deal with the following matters:
- approval of the meeting’s proposed agenda and election of two persons to sign the minutes of the meeting
- approval of the minutes of the previous Council of Representatives’ meeting
- the annual report of the Executive Board
- the audited accounts
- a) election of the chairperson and vice chairperson of the Council of Representatives
b) election of the chairperson of the Executive Board
c) election of members and deputy members of the Executive Board, including the vice chairperson
d) election of members of the Distribution Committee, including the chairperson and vice chairperson
e) election of a member of the Nominating Committee, pursuant to the Executive Board’s proposals
f) election of an auditor when relevant
- appointment of an Arbitration Tribunal when relevant
- other possible matters listed on the agenda
The autumn meeting is to
- determine Kopinor’s operating budget for the following year, including compensation to the Executive Board and the Distribution Committee
- discuss other possible matters listed on the agenda
§ 6 THE EXECUTIVE BOARD
The Executive Board is Kopinor’s supreme body between the meetings of the Council of Representatives. The Executive Board manages Kopinor’s business with the exception of the tasks which, according to these by-laws, are assigned to the Council of Representatives (§ 5), Distribution Committee (§ 7), Nominating Committee (§ 8) and Arbitration Tribunal (§ 9).
The Executive Board consists of a chairperson and seven members. The seven Board members have personal deputies.
The members of the Executive Board are to be elected by the Council of Representatives following nominations from each of the following organisations/groups:
- The Norwegian Non-Fiction Writers’ and Translators’ Association
- authors’ organisations within the field of journalism and criticism
- the organisations of fiction authors and translators
- authors’ organisations within the fields of photo/visual arts/arts and crafts/illustration and design
- organisations concerned with the composing and publishing of music and the writing of lyrics
- The Norwegian Publishers’ Association
- publishers’ organisations within the field of journalism
Deputy members are to be elected according to the same pattern, although such that two ranked deputy representatives may be elected following proposals from organisations in the field of music.
The chairperson is elected for a period of two years. The vice chairperson is elected for a period of one year.
All the Executive Board members and their deputies are to be elected for a period of two years, in such a way that three or four are elected each year.
The nominating organisations/groups may not instruct the Executive Board members.
The Executive Board is quorate when at least five members or deputy members, including the chairperson or vice chairperson, are present.
All decisions require a simple majority.
In the case of a tied vote, the chairperson, or in this person’s absence the vice chairperson, has the casting vote.
The Executive Board is to establish a Working Committee consisting of the Executive Board’s chairperson and vice chairperson and one member of the Executive Board elected by the Executive Board. The chairperson and vice chairperson comprise the Working Committee until the Executive Board member has been elected.
The Committee is to be chaired by the Executive Board’s chairperson. The Committee may make preparations for the Executive Board’s work and deal with matters pursuant to the authorisation of the Executive Board. The Executive Board determines the guidelines for the Working Committee’s activities.
The Executive Board hires and determines the instructions for the chief executive officer. Two members of the Executive Board acting jointly sign on behalf of Kopinor. The Executive Board may grant the power of procuration.
Notice of meetings of the Executive Board is to be sent by the chairperson at least seven days in advance. A meeting of the Executive Board is also to be convened if at least two members so request. The notice is to be in writing and accompanied by an agenda. Minutes are to be kept of the meetings. The agenda and minutes are to be made available to the Council of Representatives, member organisations and Distribution Committee.
The Executive Board manages Kopinor’s funds in accordance with guidelines determined by the Council of Representatives.
The Executive Board determines the distribution of fees between Norwegian and foreign rightsholders and the distibution of fees between authors and publishers when this is not subject to negotiations between representative member organisations.
The Executive Board is responsible for member organisations being given general guidance on how to safeguard the interests of rightsholders that are not members, with respect to the member organisations’ utilisation of fees, cf §3-1, paragraph three.
§ 7 THE DISTRIBUTION COMMITTEE
The Distribution Committee consists of six members. Each member is to be elected for a period of two years, in such a way that three are elected each year. The chairperson and vice chairperson are elected for a period of one year.
The Distribution Committee is quorate when at least four members, including the chairperson or vice chairperson, are present. All decisions require a simple majority. In the case of a tied vote, the chairperson, or in this person’s absence the vice chairperson, has the casting vote.
Minutes are to be kept of the meetings. The minutes are to be made available to the Council of Representatives, member organisations and Executive Board.
The Distribution Committee’s chairperson gives notice of meetings as required, but at least twice a year.
Both the authors’ and publishers’ organisations are to be represented on the Distribution Committee, but such that the authors’ organisations are in the majority and that one member is nominated by The Norwegian Non-Fiction Writers’ and Translators’ Association and one member is nominated by The Norwegian Publishers’ Association.
The Distribution Committee is to be elected by the Council of Representatives following nominations by the Nominating Committee.
The nominating organisations/groups may not instruct the Distribution Committee’s members.
The tasks of the Distribution Committee is to head the negotiations between the member organisations concerning the distribution of fees, mediate when the committee finds grounds for it and make decisions when agreement is not reached.
Decisions concerning the distribution of fees may be referred to arbitration (§ 9).
The Executive Board decides more detailed instructions about how the committee is to carry out its tasks.
§ 8 NOMINATING COMMITTEE
The Nominating Committee consists of three members. Each member is to be elected for a period of three years, in such a way that one is elected each year. Each member may be re-elected for one new period. A member who is elected in a by-election, may be re-elected for two new periods.
The Nominating Committee proposes candidates for the following positions:
- the chairperson and vice chairperson of the Council of Representatives
- the chairperson and vice chairperson of the Executive Board
- members of the Distribution Committee, including the chairperson and vice Chairperson, cf. § 7–2
In the event that an organisation has not proposed their candidate or a group has not made a united nomination pursuant to § 6–2, the Nominating Committee proposes a candidate to the position in question.
The same person cannot be a member of both the Executive Board and the Distribution Committee. The Nominating Committee is to ensure that the total term of office of the chairperson and vice chairperson of the Council of Representatives, chairman and vice chairperson of the Executive Board and chairperson and vice chairperson of the Distribution Committee does not normally exceed six years. The Nominating Committee’s nominations are to be part of the documents for the meeting of the Council of Representatives.
§ 9 ARBITRATION TRIBUNAL
The Council of Representatives is to appoint an Arbitration Tribunal consisting of three members who must be experts on copyright law. One member is to be nominated by the member organisations that organise authors and one is to be nominated by the publishers’ organisations. The third member is to be nominated by the first two and become the Arbitration Tribunal’s chairperson. In the case of disagreement, the third member is to be nominated by the chairperson of the Norwegian Bar Association.
The Arbitration Tribunal is the only court competent to judge disputes between the organisations and between the organisations and Kopinor regarding the interpretation of Kopinor’s by-laws, of management questions and of distribution cases.
A dispute between the organisations regarding distribution cannot be brought before the Arbitration Tribunal until it has been dealt with by the Distribution Committee (cf § 7-3). A claim must be submitted to the chairperson of the Arbitration Tribunal within two months of the parties becoming aware of the Distribution Committee’s decision regarding distribution. After this date, the case is to be dismissed.
Apart from these provisions, the Arbitration Tribunal is to apply the rules stipulated in the Norwegian Arbitration Act in its work.
§ 10 AMENDMENTS TO THE BY-LAWS
The Council of Representatives’ decisions regarding amendments to these by-laws require at least 3/4 of the votes present.
§ 11 DISSOLUTION
Any decision of the Council of Representatives to dissolve Kopinor requires at least 4/5 of the votes present. In the event of a dissolution, the Council of Representatives shall decide how Kopinor’s funds are to be used to benefit copyright and measures which support creative activity, publishing and dissemination linked to literary and artistic work, etc.