Statutes
The statutes were laid down in 1948 and have been amended by later annual meetings. The most recent amendments were made by the annual meetings of 2019 and 2024.
The undertaking is a cooperative society under the company name Steinskulptur SA Norsk Billedhoggerforenings Atelierer. The Norwegian Cooperative Societies Act (Act of 29 June 2007 no. 81) applies to the undertaking.
The purpose of the undertaking is to give Norwegian sculptors, primarily its own members, access on the most favourable terms to having art carved in stone produced — among other things by giving them access to carry out their own work on the premises of the undertaking. Sculpture students shall further be given the opportunity to become familiar with stone as a material for sculpture.
In cooperation with the Norwegian Association of Sculptors, the undertaking shall work to give Norwegian sculptors access to the least expensive possible casting of sculpture in bronze, by making areas on its premises available for such activity.
The registered office of the undertaking is in Oslo.
The undertaking has a varying number of members (cf. § 4) and varying capital. For a member’s contribution, a share certificate is issued with a nominal value of NOK 1,000 — one thousand kroner — registered in the member’s name.
No interest is paid on the contribution. No membership fee is charged. No member has personal liability for the obligations or debts of the cooperative.
A sculptor who is a member of the Norwegian Association of Sculptors and eligible to vote (cf. § 6) may be admitted as a member of the undertaking. Any applicant who accepts the intentions of the purpose provisions — §§ 1.2 and 1.3 — may be considered. An accepted applicant pays a contribution equal to the nominal value of one share certificate (cf. § 3).
Share certificates may not be traded, only redeemed by the undertaking at nominal value (cf. § 3). On the death of a member, the shares shall be redeemed by the undertaking.
The members of the undertaking constitute the annual meeting. Resolutions of the annual meeting require the support of a majority of the votes cast (simple majority, cf. § 53 of the Act).
Every member who has been lawfully admitted and has paid the share contribution in full (§ 3) is entitled to vote at the annual meeting. Each member has one vote.
If a member cannot attend in person, a proxy may be issued. No one may act as proxy for more than one member.
The board is the highest body between annual meetings.
The board consists of 5 members and has overall responsibility for the operation of SA Steinskulptur. The board has 2 deputy members.
Board members are elected for two years at a time; deputy members are elected for one year at a time. Two and three board members respectively are elected at alternate annual meetings. Both deputy members are elected at every annual meeting. Re-election is permitted.
The board appoints the managing director.
The ordinary annual meeting is held each year before the end of May. The following matters shall be considered and decided:
Approval of the annual accounts and the annual report, including the allocation of any surplus. Election of board members (cf. § 7). Other matters that fall to the annual meeting under the Cooperative Societies Act or under these statutes.
The board sends members notice before the end of January, inviting proposals for board candidates and matters for consideration at the annual meeting. Proposals from members must reach the board by 15 February.
The board sends the final notice with the agenda and all proposals at least 14 days in advance. All correspondence in connection with the annual meeting must be in writing, unless the individual member has expressly accepted electronic communication (cf. §§ 6 and 41 of the Act).
An extraordinary annual meeting is held when the board or at least 10 members require it. The procedure is as for the ordinary annual meeting, but only matters connected with the original request may be considered.
Board meetings are held as often as the board finds necessary, and at least twice a year. Each board member may require the board to be convened. The business manager and the technical manager have the same right.
The board constitutes itself anew each year and elects its own chair. The board forms a quorum when at least 3 members, or deputy members, are present. The signature of the undertaking is held jointly by 2 members of the board. The board may grant power of procuration.
The contribution of a member who has resigned or been struck off shall remain with the undertaking until the accounts at the end of the financial year show that the amount is not required to cover the obligations of the undertaking.
The annual meeting decides on the use of any annual surplus, on a proposal from the board. No dividend, deferred payment or interest on share contributions is distributed (cf. § 26 of the Cooperative Societies Act). The surplus is allocated to the equity of the undertaking and used for continued operation and development.
Board remuneration is determined by the annual meeting.
Competitions for new types of gravestone are held in accordance with the competition rules of the Norwegian Association of Sculptors. Preferably 2 members of the board of the undertaking should sit on the jury.
The conditions for use of the carving spaces are set out in the Regulations for the carving spaces.
A resolution to dissolve the undertaking is made by the annual meeting with the same majority as for amendments to the statutes — cf. § 18 — and is carried out in accordance with Chapter 10 of the Cooperative Societies Act. Any surplus remaining after the obligations of the undertaking and the paid-in share contributions have been covered is placed in a fund used in accordance with the intentions of the purpose provision in § 1.2 of the statutes. The fund shall be administered by the Norwegian Association of Sculptors.
Proposals for amendments to the statutes are submitted to the board at least 1 month before the ordinary annual meeting and shall be enclosed with the notice of the meeting. A resolution to amend requires the support of two thirds of the votes cast. Where the proposed amendment concerns §§ 1.2, 17 and 18 of the statutes, unanimity among the votes cast is required.
The purpose as formulated in 1948 gave members access to three things: to carry out their own work on the cooperative’s premises, to have their work carried out professionally and cheaply by the cooperative’s own stonemasons, and to take part in developing new types of gravestone.
In the 1970s part of the site was set aside for bronze casting. Several of the foundries in the capital had closed, and there was a need for a foundry able to cast sculpture in monumental formats. The purpose clause was then given the addition that today stands as § 1.3.
Having once had some of the world’s most skilled sculpture carvers, Norway today has very limited craft expertise available to support the production of stone sculpture. For the past few decades the undertaking has not had stonemasons of its own on staff. The clause about having work carried out by the cooperative’s stonemasons has therefore been removed from the purpose clause.
This English text is a translation provided for information; the Norwegian statutes are the authoritative version. A copy of the statutes is sent on request. Contact the managing director at dagligleder@steinskulptur.no or +47 22 65 64 44.
SA STEINSKULPTUR 