Please note that as Plantagon International Association is based in Sweden this translation is merely provided as a service to our international members and interested parties.
The association is a non-profit association and its name is Plantagon Non-Profit Association (referred to hereinafter as “PIA”).
§2 REGISTERED ADDRESS
The Board shall be registered at an address in the Stockholm Municipal District in the County of Stockholm.
The association’s activities shall include seminars, education, leadership courses, publishing, lobbying, administration, and the development of intellectual property together with consulting services with an emphasis on strategy, management, education, communication, Public Relations, Public Affairs, research projects and risk projects.The purpose of the association is to maximise its social influence through the development of public opinion, education, a strong economy of its own and an activity that contributes to a long-term sustainable development of society in accordance with the principles set forth in the United Nations Global Compact and in the Earth Charter. In this way, the association shall be a driving force in developing the possibility for owners, managements and entrepreneurs to understand, look out for and use their influence over the future of humanity by working for a sustainable financial, social and political development towards a market with “a human face”. The association shall manifest the evident possibilities a company has to be of benefit to society and through this activity contribute to the development of profit-making organizations using alternative forms of ownership, ideological driving forces and a visionary leadership.
§4 SPECIAL SHAREHOLDER RESPONSIBILITY
The association shall administer its shareholdings in Plantagon International AB in accordance with the company’s Articles of Association and §3 of these Statutes.The Board of the association shall, in accordance with the shareholder agreement between Onondaga Nation and SWECORP appoint half the members of the Board of Directors of Plantagon International AB.
Any interested physical person who approves of these statutes and actively supports the membership by paying the annual membership fee shall be accepted as member. The association’s board can allow others than physical persons to become associated or supporting member. Rules for associated and supporting members are defined by the board, no legal rights or liabilities according to these statutes can be transferred to associated or supporting members.The number of members in PIA shall be unlimited.
At the Annual General Meeting, each member shall have one vote.Decisions at the Annual General Meeting shall be taken by simple majority except in the case of an amendment to these statutes or a decision to dissolve PIA, in which case §18 shall apply. If the numbers of votes are equal, the Chairman of the Annual General Meeting shall have a casting vote.
§7 THE BOARD
The Board of the association shall consist of not less than four and not more than twenty persons. The number of board members shall be an even number. One deputy may be appointed for each board member.The chairman of the board shall be appointed by the Board to serve for the period until the end of the next following Annual General Meeting.If the numbers of votes within the Board are equal, Onondaga Nation and SWECORP Citizenship Stockholm AB shall jointly appoint oneof the elected board members as chairman. If Onondaga Nation and SWECORP Citizenship Stockholm AB cannot agree on the appointment of a chairman, the right to appoint the chairman shall alternate between the two parties. Onondaga Nation shall be entitled to appoint the chairman the first time that this situation arises.
Except when the annual meeting is in session, the Board is the decision-making organ within the association and is responsible for the affairs of the association.
The Board shall meet not less than four times a year at the request of the chairman. A board meeting shall also be held if at least four Board members so request.
The Board is competent to reach a decision only when more than half of its members, including its chairman or vice chairman, are present. If all the Board members are not present, a decision can be reached only if more than half the total number of members are in agreement.
Each Board member shall have one vote. Decisions shall be reached by simple majority. If the numbers of votes are equal, the chairman shall have a casting vote..
Minutes shall be kept for all Board meetings. Each Board member is considered to have agreed to the decisions recorded in the minutes, unless a member’s contrary opinion is recorded in the minutes.
The Board represents the association and signs on behalf of the association. The Board is entitled to authorise one or more persons to represent the association and sign on its behalf.
Obligatory purposes and goals for the Board and the management:
A) To develop the financial strength and growth of the association.
B) To seek to maximize the association’s influence on developments within society.
C) To support, while engaged in A) and B), the principles outlined in the Earth Charter and the Global Compact
At least one and not more than two auditors with not more than two deputy auditors shall be appointed to audit the annual accounts of the association and the administration by the Board and management.
§9 NOTICE TO ATTEND THE ANNUAL GENERAL MEETING
Notice to attend the Annual General Meeting shall be distributed by letter or by e-mail, not more than six weeks and not less than four weeks before the date on which the Annual General meeting is to be held.
§10 MATTERS TO BE DEALT WITH AT THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following shall be dealt with:
1. Election of chairman for the meeting.
2. Establishment and approval of the voting roster.
3. Approval of the proposed agenda.
4. Election of one or more persons to scrutinise and approve the minutes of the meeting.
5. Consideration of whether the meeting has been called in accordance with the statutes.
6. Presentation of the annual report and the auditor’s report.
7. Decisions regarding
a) adoption of the annual accounts and balance sheet,
b) disposal of the association’s profit or loss according to the established balance sheet,
c) confirmation that the activities have complied with the requirements stated in the statutes, and
d) discharge from liability of the members of the Board and management.
8. Approval of fees for the members of the Board and the auditor.
9. Election of Board members and where appropriate of auditor(s), deputy Board members and deputy auditor(s)
10. Any other business transferred by the Board to the annual meeting for decision.
§11 FINANCIAL YEAR
The association’s financial year shall be from 1 January to 31 December.
§12 EXTRAORDINARY GENERAL MEETING
An extraordinary general meeting shall be held whenever the Board considers such to be necessary, or when at last one of the auditors or when at least fifty (50) per cent of the members so request in writing stating the matter to be discussed.
§13 DOCUMENTS FOR THE ANNUAL GENERAL MEETING
Not later than two weeks before the Annual General Meeting the members shall by post or by e-mail be sent the following:
a. the agenda for the Annual General Meeting
b. the annual accounts and the auditor’s report
c. any matters submitted by the members and the board’s comments thereon
d. proposals from the Board.
At the ordinary Annual General Meeting, no decision may be taken regarding any matter which is not listed in the agenda or is directly related to matters therein.
Any dispute between PIA and a member shall be decided by arbitrators in accordance with the provisions of the Arbitration Act (1999:116).
§15 RESIGNATION AND EXCLUSION
A member who wishes to resign form the association shall state this in writing. Membership shall cease immediately after the notice has reached the association.A member may be excluded from the association with immediate effect if the member, in spite of membership, has failed to pay the fee for the previous financial year, has acted in opposition to the association’s activities or purposes or has clearly injured the association’s interests. An offence against §4 of these statutes is a particular strong reason for exclusion.A decision regarding exclusion is made by the Board or in accordance with a delegation procedure established by the Board.A member who has resigned or has been excluded is not entitled to the repayment of any fees or contributions or otherwise to receive any of PIA’s assets or services.
§16 INTERPRETATION OF THE STATUTES
If any doubt should arise with regard to the interpretation of these statutes, or if any situation should arise which has not been foreseen in these statutes, the matter shall be decided by the next Annual General Meeting or by the Board.
§17 AMENDMENT OF THE STATUTES
A proposal to amend these statutes or to dissolve PIA may be discussed at the Annual General Meeting only if notification of this has been given in the notice to attend the meeting. A decision to amend these statutes or to dissolve PIA shall require either a decision of an Annual General Meeting where all those present are in favour of the decision or the decision of two successive General Meetings, one of
§18 DECISION REGARDING THE DISSOLUTION OF PIA
In the event of a decision to dissolve PIA, the association’s residual assets shall be disposed of in a manner which supports the tasks listed in §2. The manner in which the assets shall be disposed of shall be decided at the final General Meeting, except that any shares in Plantagon International AB shall be transferred in equal numbers to Swecorp Citizenship Stockholm AB and Onondaga Nation without payment to PIA or its members.
§19 MEMBERSHIP FEE
The membership fee shall be equal to the quotient of the market value of Plantagon International AB divided by the number of shares in the company. The market value is set by Plantagon International AB’s owners. The agreed membership fee shall be valid until the number of shares in the company is changed.On 29 January 2008, the company’s value was set at EUR 1 000 000, and consequently the membership fee according to these statutes was set at EUR 1 000 000 / 100 000 = EUR 10.
§20 SALE OF PLANTAGON INTERNATIONAL AB
In the event of Plantagon International AB being sold, the yield from the association’s shares shall be divided in equal parts between those persons who are entitled to participate in this distribution according to §21.Information to the persons who are entitled to participate in the distribution of PIA’s receipts in the event of a sale of Plantagon International AB shall be given in a notification according to current international practice and routines approved by the association’s Annual General Meeting.The maximum number of parts to be distributed shall correspond to the number of shares which exist in Plantagon International AB.
§21 CLOSURE RIGHTS, I.E. THE RIGHT TO RECEIVE PAYMENT IN THE EVENT OF A SALE OF PLANTAGON INTERNATIONAL AB
Any person who to PIA pays a sum corresponding to 10 times the membership fee (valid at the time of the first payment) shall be entitled to participate in the distribution of PIA’s receipts in the event of a sale of Plantagon International AB, a so-called Closure right
Business as usual is over – Handbook Sample Statutes for the Association
The payment of a sum corresponding to 10 times the membership fee on one and the same occasion entitles the payer to membership in PIA during the next 10 years and eternal Closure rights The payment may be made on one or more occasions. The smallest approved sum shall be equal to the membership fee.
The number of persons who can receive Closure rights is limited to the number of shares in the Company.
ON 29 January 2008, the number of shares in Plantagon International AB was set at 100 000, which means that the maximum number of persons who can receive Closure rights in Plantagon International AB according to these statutes is 100 000.
These statutes emphasize that there is no automatic coupling between the possession of closure rights in Plantagon International AB and membership in the association.
§22 TRANSFER OF CLOSURE RIGHTS
Closure rights as described in §21 can be transferred.The transfer shall be valid when it has been jointly confirmed by the person making the transfer, the recipient and PIA, in accordance with routines established by the Annual General Meeting.