BERGEN VITENSENTER AS (BERGEN SCIENCE CENTRE)
Organisation no. 989 005 049
1. The Company Name
The company name is Bergen Vitensenter AS (Bergen Science Centre).
2. Business Offices
The company's business offices should be located in Bergen municipality.
3. The Company's Business
The purpose of the company is to develop and run a popular scientific experience- and learning centre for technology, science, mathematics and the humanities aimed especially at children and youth, and other activities that naturally coincide with this, including collaboration with other companies and businesses with similar activities.
The company is not intended to provide financial profit to its shareholders.
4. The Company's Share Capital
The company's share capital is NOK 2,368,000 divided into 2368 shares of NOK 1,000.
The company is a limited company and should not be registered at Verdipapirsentralen (the Norwegian CSD).
5. General Manager
The general manager is appointed by the board. The board may decide that the company should not have a general manager.
6. The Board
The board of the company should consist of 5–9 members. One board member is appointed by Statoil, cf. § 6-3 (3) in Aksjeloven (The Limited Liability Companies Act). The remaining board members are appointed by the general assembly.
The chairman of the board is appointed by the general assembly.
Each board member has a personal deputy board member.
Board members are appointed for a two-year period. In the case of a by-election, a shorter period of service may be determined. The period of service runs from the time of the election unless otherwise specified. It expires at the conclusion of the general assembly in the year the office expires. Adopted at the general assembly 18 November 2009.
The chairman of the board and one board member combined may sign on behalf of the company.
7. The General Assembly
Through the general assembly the shareholders exercise the highest authority in the company. The shareholders have a right to attend the general assembly, either in person or by proxy. Each share counts as one vote.
The general assembly is held every year at the end of June. The board summons the general assembly. The general assembly is held in Bergen municipality. If there are particular reasons that necessitates this, the general assembly may be held elsewhere.
The general assembly should consider and decide on the following cases:
Approval of the annual accounts and the annual report
Other matters that pertain to the general assembly according to law or the company's statutes
A revised version of the annual report and the annual accounts should be sent to all shareholders together with the summons to the general assembly.
Extraordinary general assemblies are held according to the regulations in the Limited Liability Companies Act.
8. Transfer of Shares
Bergen municipality and The University are not able to divest their shares in the company.
The rules in the Limited Liability Companies Act regarding board approval and the pre-emptive rights of the remaining shareholders apply in the transfer of shares. The board should, however, receive notice of the prospective transfer from the seller before a final transfer agreement is made.
9. Use of Profits and Assets at Company Dissolution
The purpose of the company is not to provide its owners with financial profit. According to § 2-2(2) in the Limited Liability Companies Act, the company's assets will be allotted to the University of Bergen and Bergen University College for funding within the company's objectives, equal parts of the assets being distributed to each of the recipients.
Adopted at the general assembly 18 November 2009