from Warsaw 21-09- 2007, amended in Tallinn 02-12-2008 and in Riga 04-02-2019

§ 1 Mission
The Innovation Circle Network is an international association working for the benefit of smaller and medium sized places in Europe and globally, aiming at making such places sustainable and more attractive. The network will work together with the UN and other actors to strengthen the focus on climate friendly energy, transportation and industry, including green mobility solutions. The network will strengthen transnational cooperation and enhance awareness about cultural diversity, political and religious traditions. The network will bring decision makers, specialists, business people, voluntary workers and youths from different countries together into development projects and events.

§ 2 Organizational status
“Innovation Circle Network” is the official name of the organization, registered in Norway. It is an independent and non-profit organization open for private and public members.

The organization can receive donations and funding from public and private sources. The organization can participate and contribute in different forms to relevant purposes. However, no profit or dividends from investments can be distributed to the members or any others.

§ 3 Members
All who have interest of promoting smaller and medium sized places regardless professional disciplines, sectors, or geographical location.

§ 4 Voting rights and eligibility
All members have one vote and are eligible for being elected to the board or other positions.

§ 5 Annual fee
The annual fee is decided by the annual meeting and should be invoiced at the beginning of January. Members who are more than one year due with the annual fee have no right to vote or other membership rights and the board can decide to terminate their membership. A member can reenter the association with all rights as soon as the remaining fee is paid.

§ 6 Compensation for board members and others
Board members and others elected for a certain task can receive a reasonable compensation for the job included reimbursement of eligible expenditures, included losses of income during the time spent for the job.

Documentation about compensation and reimbursement shall be a part of the annual budget and the annual financial report.

§ 7 Annual meeting
The annual meeting is the superior authority of the Innovation Circle Network. The Executive Board shall call all members for the annual meeting with the minimum of 30 days limit. Proposals to be considered should be submitted by email to the secretariat at latest 2 weeks before the annual meeting. The completed agenda shall be available for the members at latest 1 week before the annual meeting.

All members have access to the annual meeting. Media and others can be invited to join.

The annual meeting is eligible to make decisions with the number of members who are meeting. No one can have more than one vote and no one can vote by a power of attorney. 

The annual meeting can decide to make decision in any issue if 2/3 of the members attending the meeting are supporting it. In such case the new item should be put at the agenda at the opening of the meeting. The change of bylaws cannot be done, if the item is not at the agenda distributed 1 week before the annual meeting.

§ 8 Chairing of the annual meeting 
The annual meeting is chaired by an elected chairman. The chairman does not have to be a member of the Innovation Circle network.

§ 9 Voting at the annual meeting
A decision is eligible if a proposal achieve the support of the majority of the votes. Blank votes should be regarded as not casted. 

Election shall be in writing if more than one proposal is tabled. Only proposed candidates shall be put on the ballot. If several persons should be elected at the same time then the ballots should contain the number of candidates who is going to be elected. Blank ballots or ballots containing other names or another number of names than the number who is going to be elected shall not be counted and the votes should be considered as not casted.

If one candidate at one single election is not achieving more than half of the casted votes, then a second election round shall be organized only between the 2 candidates who gained most votes during the first round. If the 2 candidates have even number of votes then the result shall be settled by lottery. If there are multiple elections then all elected persons shall have more than half of the casted votes. This is not needed when electing substitutes. 

§ 10 The annual meeting tasks
The annual meeting shall:
1. Consider the annual activity report
2. Consider the annual financial report and audit report about how the membership fees have been used. *
3. Decide the annual fee for members
4. Consider tabled proposals
5. Elect Chairman and Vice Chairman of the Executive Board
6. Elect ICN International Board (which includes the Executive Board)
7. Elect Auditor
8. Elect Election Committee

§ 11 Extraordinary annual meetings
Extraordinary annual meetings are organized by a board decision or when minimum 1/3 of the eligible members are demanding it. An extraordinary meeting is called for with a 14 days limit and with the same procedure as for ordinary meetings. The extraordinary meetings can only make decisions in issues which are announced at the call.

§ 12 Executive Board
The Executive Board has the responsibility for budget and finances and has 2 members (Chairman, Vice Chairman) where each have one vote. In case of disagreement then the case will be resolved by the International Board. The members of the Executive Board shall:
1. Implement the annual meetings decisions. 
2. Decide annual budget and working program
3. Appoint committees or persons with special obligations and give instructions for these.
4. Establish contracts with and dismiss the Secretary General
5. Control the implementation of activities and finances 
6. Decide on funds, donations and project contributions
7. Represent the Innovation Circle Network externally.

§ 13 International Board
The International Board is an advisory board of specialists representing the members and shall contribute to the creation of ICN transnational activities and projects. It shall also advice on the agenda and location of the annual conference and other events. The International Board meets 1-2 times per year, or when it is called for by the Executive Board. The International Board is chaired by the Executive Board chair and deputy chair or a chairman can be appointed for the specific meeting. The International Board has no responsibility or liabilities concerning the financial administration and the ICN economy.

§ 14 Secretary General
The Secretary General reports to the Executive Board and is responsible for finances and has the signature right on behalf of the ICN.

The Secretary General can initiate actions within the mission of the network and delegate duties to persons in the organization, establish contracts with external experts and suppliers and will together with the board members represent the Innovation Circle network externally, take care of PR and marketing, recruiting new members, new project initiatives, attract sponsors, donations and other funding.

The Secretary General prepares documents for board meetings and annual meetings.

§ 15 Change of bylaws or supplements to bylaws
These bylaws can only be changed or supplemented at an ordinary or an extraordinary annual meeting after being listed on the agenda, and with 2/3 support of the casted votes.

§ 16 Liquidation (§15 cannot be changed)
Liquidation of the Innovation Circle Network can only be decided at an ordinary annual meeting with 3/4 majority. Merging with other associations is not regarded as liquidation. Such changes can be made within §14.

§ 17 Disputes
Any disputes which cannot be resolved within the organization will be settled by the court in Norway.

*(Projects and other external funding are reported and audited separately according to specific regulations issued by the various funding sources, such as e.g. Interreg project regulations).