NILU's Articles of Association

§1- Name and legal status

NILU - The Norwegian Institute for Air Research is a non-profit foundation, founded pursuant to Act of 23 May 1980, no. 11 relating to foundations, etc.

§2 - Location

The foundation's location is at Skedsmo, Norway.

§3- Object

The object of the foundation is:

  • NILU shall through research enhance the understanding  of processes and effects relating to the composition of the atmosphere, climatic changes, air quality, and environmental toxicants.

  • NILU shall supply research-based services and products on a national and international market within analysis, monitoring and counseling for national and local authorities, business life, and other parties.

  • NILU shall work to spread national and international research-based knowledge about the institute's core areas so that it becomes useful to society.

  • NILU shall contribute to raising society's awareness about the causes and consequences of climatic changes and pollution.

  • NILU shall have a competency profile that safeguards the institute's key fields of research and the professional development of its employees.

  • NILU shall through innovation contribute to the development of the knowledge based society.

§4 - Capital stock

The foundation's capital stock is 10 million NOK.

§5 - Organization

The foundation is led by a board of directors and a Managing Director.

§6 - Composition of the board of directors

  1. The board of directors counts seven members, of whom two are elected by the employees. The Ministry of the Environment appoints three of the five external board members, and the Norwegian Research Council appoints two. The board of directors shall have a versatile composition with view to handling its tasks, and reflect the institute's major user groups.

    Term of office is three years and starts 1 July. Withdrawing board members may be re-elected, but must withdraw after having acted as board members for two periods. The clause that board members must withdraw after two periods may be exempted from if it is considered necessary in order to ensure board continuity. Externally appointed board members may not serve for more than a total of 3 periods.

  2. Two board members and three deputy members are elected by and among the foundation's employees. Members or deputy members who retire from their position withdraw  from the board of directors. If this applies to more than one period a by-election is carried out.

The Ministry of the Environment appoints the chairman, while the board elects its deputy chairman. The election of chairman normally applies for three years at a time.

§7- Duties of the board of directors

The board of directors is the foundation's supreme body and has the authority and general responsibility for carrying out the foundation's business. The stipulations below aim at identifying the tasks to which the board of directors will dedicate special attention. These main tasks are:

  1. To ensure that the foundation's professional activities reach the ambitious objectives assumed by Section 3 of the articles of association. The board of directors shall:

    • Encourage cooperation  with other research institutions, places of learning and resources persons at home and abroad.

    • Promote contact with users of the foundation's services and emphasize management's will to create inspiration  and cooperation with professional communities  and forums.

    • Consider the main lines of the foundation's research and ensure that these are followed up in the strategic work carried out by foundation  management.

  2. To be in charge of management of the foundation, through amongst other by:
    • hiring and dismissing the Managing Director,

    • ensuring that the composition of staff is adapted to meeting the foundation's current and future duties and tasks, including keeping abreast of Managing Director's hiring and dismissal of executive personnel reporting  directly to the Managing Director.

    • ensuring that the foundation has a good working environment.

    • approving work programmes, economic framework  and budgets,

    • ensuring a sound operation, sustaining economy, and providing for appropriate  reserves,

    • making decisions relating to profit  and loss accounts and balance sheet,

    • appointing  an auditor who shall be government  authorized,

    • submitting reports, accounts etc. as decreed by external authorities

    • stipulating the remuneration of the board of directors. The remuneration is subject to the approval of the Ministry  of the Environment.

§8 - Foundation commitments

The chairman of the board, and another board member, sign jointly for the foundation. The board of directors may grant power of attorney.  

§9 - Meetings of the board of directors

Chairman of the board, or whoever is authorized, convenes board meetings. A board meeting is convened if minimum half of the board members demand it. The board of directors has a quorum  when minimum four of the members, the chairman or deputy chairman among them, are present. The Managing Director attends board meetings without having a right of vote. Board of directors' decisions are made by simple majority. In order to be valid, a decision must be supported by minimum four board members. In event of a voting tie, the vote of the chairman will be decisive.

Minutes of meetings will be taken. Board members have a right to get any dissenting opinions included in the minutes.

§10- Managing Director

Managing Director is in charge of day-to-day management of the foundation. Managing Director also prepares the cases to be discussed by the board of directors, and implements its decisions.

§11- Amendment  of articles of association

Amendments to these articles of association may be adopted by the board of directors through two thirds majority  among the present board members in two successive meetings held at least three months apart. Additionally, amendments to the objects clause are subject to approval by the Ministry  of the Environment and the Norwegian Research Council.

§12- Control of government funds

The National Audit Office (Norw. Riksrevisjonen)  shall have access to control that government funds granted are spent according to assumptions. It has a right to see all information available in order to carry out this control. To the extent deemed necessary, the National Audit Office may carry out audits at the foundation.

§13 - Cessation

The foundation's activities may only cease to exist through an adoption made by the board director  with two thirds majority  amongst present board members in two successive meetings held three months apart. In this event, the foundation's means shall as far as possible be spent in a way which meets the object that the foundation has strived to serve.

The articles of association were last amended following resolution adopted at a board meeting held 18 June 2012.