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STATUTES FOR HORDALAND ART CENTRE
Approved at the extraordinary general assembly November 1, 2004.
Amendments approved in 2007 and ratified by the organisations in 2008.
§1. Name and Organisation
Hordaland Art Centre (HKS) is an independent, regional institution with the intent to convey visual and applied arts. Its operation is a collaborative effort by Bildende Kunstneres Forening Hordaland (BKFH) and Norske Kunsthåndverkere Vest-Norge (NKVN). The Centre's main area of activity is Hordaland, and it shall be located in Bergen.
§2. Objects clause
The missions of Hordaland Art Centre’s activities are:
· to promote public awareness and use of the visual and applied arts
· to preserve and augment artist-run mediation of the visual and applied arts
· to safeguard artistic freedom of expression and the right to choose the form of artistic execution without regard to commercial considerations
·
§3. Main Objective
Hordaland Art Centre shall:
· display and mediate contemporary visual and applied art through stationary and mobile exhibitions, both curated by itself and on loan by others
· be a reference centre providing information about BKFH and NKVN members.
· work proactively to create and facilitate access to professional opportunities for artists, including public art commissions
· establish an up-to-date compendium of public art in Hordaland county
· actively pursue the acquaintance and exchange of information between artists and public or private instances as well as other users and audiences
· stimulate the professional and social art environment and contribute to interdisciplinary communication and collaboration with other creative professions
§4. Governance
The Board of representatives shall be the highest authority within HKS. It shall establish the governing guidelines for its activities as well as possible amendments to its statutes. The Board of representatives shall have supervision over its Board and administration.
The Board of representatives shall be comprised of 14 members. They are:
· 5 members and 2 alternate members elected by and from Bildende Kunstneres Forening Hordaland (BKFH)
· 5 members and 2 alternate members elected by and from Norske Kunsthåndverkere Vest-Norge (NKVN)
· 2 members and 2 alternate members appointed by Hordaland County Council
· 2 members and 2 alternate members appointed independently
The publicly appointed representatives shall be appointed for a four year period in accordance with the electoral cycle. The period length may be adjusted to conform to this cycle. The other members shall be elected or appointed for a period of two years by BKFH and NKVN respectively and may be re-elected for two successive years. Of the 10 elected representatives for BKFH and NKVN, five shall stand for election each year. If necessary, representatives shall be elected for one year to be consistent with this rule.
The Board of representatives shall establish itself and elect a Chairperson and Vice Chairperson to hold office for two years.
The Board of representatives’ quorum shall consist of no less than 10 members.
If votes are equally divided, the Chairperson shall have the casting vote. All votes, except those pertaining to §8 and §9, which require a majority of ¾, shall be decided by outright majority.
The Art Centre's Director shall act as secretary to the Board of representatives and take and record minutes. The minutes shall be approved by two members elected by and from the Board of representatives. The Director shall hold a voice, but no vote or right to proposals.
The Chairperson and Vice chairperson of the Centre's Board shall attend assemblies of the Board of representatives. They shall hold a voice, but no vote or right to proposals.
The Art Centre's Board as well as permanent staff may participate in Board of representatives’ assemblies, where they shall hold a voice, but no vote or right to proposals.
When a new Board is elected, its Chairperson and members shall yield their positions.
The Board of representatives shall hold an annual general assembly, one month after the annual assemblies held by BKFH and NKVN, no later than the end of May each year. The annual assembly shall be presented with:
· the Art Centre's strategy to achieve its goals
· operating and investment budgets
· accounts and auditor statements
· the Board's annual report
· motions by members of the Board of representatives
· election of members of the Board
· election of auditor
The proper notification of the annual assembly of the Board of representatives including its agenda shall be sent in writing no later than two weeks prior to the assembly. The assembly shall not consider other motions than those included in the notification.
In addition to the annual assembly, a Board of representatives’ assembly may be summoned if it is required by:
the Hordaland Art Centre Board; or a majority of the Board of representatives; or
the decision making instances within BKFH, NKVN or Hordaland County Council.
Such assemblies shall be summoned by the same rules as those governing the annual assembly of the Board of representatives.
§5. The Board
Hordaland Art Centre's Board shall be its executive organ, and as such be responsible for the management and operation of the Art Centre. The Board shall direct the Art Centre's activities and ensure that accounting, financial administration and daily operations are conducted properly.
The Board shall consist of 7 members. These members are:
· 2 members with 2 alternate members from BKFH, one of whom is a member of the BKFH board
· 2 members with 2 alternate members from NKVN, one of whom is a member of the NKVN board
· 1 member elected independently, nominated by BKFH and NKVN
· 1 member and 1 alternate member appointed by Hordaland County Council
· 1 member and 1 alternate member from the HKS staff, appointed by staff members
The Board of representatives shall elect the members of the board as nominated by BKFH and NKVN, except for those representing the staff and Hordaland County Council. Members of the Board may not be chosen from members of the Board of representatives itself. The representative of Hordaland County Council shall be appointed for a four year period in accordance with the electoral cycle. The period length may be adjusted to conform to this cycle. The other members shall be elected a period of two years and may be re-elected for two successive years. Of the 4 elected representatives for BKFH and NKVN, two shall stand for election each year. If necessary, representatives shall be elected for one year to be consistent with this rule.
The Chairperson and Vice Chairperson shall be elected from the pool of members from BKFH and NKVN by the Board of representatives for a period of 2 years in a manner that the organisations alternate in holding the chair.
The Board shall establish itself, and its quorum shall consist of no less than 4 members, representing the Chairperson or Vice Chairperson and both member organisations. If votes are equally divided, the chairperson shall have the casting vote.
The Board shall convene no less than four times a year and decide its own agenda semi-annually. The Board shall convene to extraordinary meetings if the Director in agreement with its Chairperson, or the Chairperson and a member of the Board agree to it.
The Art Centre's Director shall act as secretary to the Board and take and record minutes. The minutes shall be approved by the members of the Board. The Director shall hold a voice, but no vote.
The Board shall deal with the Centre's strategy document, proposed operation and investment budgets, accounts with auditor statements, the annual report as well as proposals for the Board of representatives.
The Board shall be responsible for the Centre's artistic profile and pass the annual action plan and exhibition schedule.
The Board shall ensure that the operation of the Art Centre is in accordance with the statutes, established strategy, budget, action plan, exhibition schedule and any special provisions given by the Board of representatives.
The Board shall hire the Art Centre's Director and provide the appropriate job description.
§6. Management and Administration
The Art Centre's Director shall have the comprehensive artistic, budgetary and administrative responsibility for its daily operations.
The Art Centre's Director shall answer to the Board, and bears the responsibility for ensuring that the operation is in accordance with the established strategy, budget, action plan, exhibition schedule and any special provisions given by the Board of representatives and/or Board.
The Art Centre's Director shall be employed in a fixed-term position for 3 years, and shall be entitled to negotiate for another 3 year employment term.
The Art Centre's Director shall hire personnel within the organisational and financial boundaries and provisions set by the Board, as well as provide the appropriate job descriptions.
§7. Accounts and Auditing
The accounts shall be recorded in accordance with applicable accountancy rules and Norwegian Generally Accepted Accounting Principles. The accounts shall record all assets at the Centre's disposal. The accounts shall be audited by a certified or registered external auditor appointed by the Board of representatives.
§8. Disputes
If any disputes arise between the organisations BKFH and NKVN relating to the statutes or other matters pertaining to the management or organisation of the Art Centre that cannot be resolved directly through communication amongst the organisations' Boards or otherwise, any of the parties may demand the matter settled by arbitration. An arbitral tribunal shall consist of one representative for each party's organisation in addition to one member jointly appointed by Norske Billedkunstnere and Norske Kunsthåndverkere.
§9. Amendments
The statutes for Hordaland Art Centre may be amended or altered by a quorum of the Board of representatives of no less than 11 representatives. Amendments and alterations must be passed by an affirmative majority of no less than ¾ of the quorum.
For an amendment or alteration to be adopted, it must be passed by affirmative vote by no less than ⅔ of the vote in a general or extraordinary general assembly of BKFH and NKVN.
§ 10. Dissolution
Hordaland Art Centre may be dissolved only by the Board of representatives with a quorum of no less than 11 representatives. For the dissolution to be effective, it must be passed by a affirmative majority of no less than ¾ of the quorum.
For the dissolution to be adopted, it must be passed by affirmative vote by no less than ⅔ of the vote in a general or extraordinary general assembly of BKFH and NKVN.
In case of dissolution, Hordaland Art Centre's Board shall be responsible for its implementation. After payment of any outstanding debts, remaining assets provided by external institutions shall be reimbursed. The Board shall distribute any remaining assets in accordance with the spirit of the Statement of Purpose.
Revision History
| 2005 | New statutes passed by the general council Board of representatives |
| May 30, 2006 | Amendment of §4, representatives from the Bergen City Council removed |
| May 21, 2007 | Minor grammatical adjustments of §1 in the Norwegian version, and ownership altered to Its operation is a collaborative effort |