STATUTES of NORDMA, Norwegian Direct Marketing Association (as of 22.03.06)

• § 1 Name
• § 2 Objects
• § 3 Organisation
• § 4 Direct Marketing
• § 5 Membership
• § 6 Membership fees
• § 7 NORDMA’s accounts
• § 8 Amendments to the Statutes
• § 9 Dissolution of NORDMA
• § 10 Board of NORDMA
• § 11 General Meeting
• § 12 Ethical platform/Code of Practice
• § 13 NORDMA’s authorisation scheme for telemarketing activities

§ 1 Name
The name of the association is NORDMA (Norwegian Direct Marketing Association).

§ 2 Objects

NORDMA is a non-profit association which aims to promote its members’ interests and all forms of Direct Marketing in Norway. NORDMA shall act as a mouthpiece for the industry vis-à-vis the media and the political authorities in Norway.

NORDMA shall work actively to promote the positive development of, and information concerning, Direct Marketing. This applies to raising the general competence of the industry and promoting understanding of the total specialist area that is Direct Marketing.

NORDMA shall promote the interests of providers of Direct Marketing services as well as the interests of advertisers.

NORDMA shall furthermore:

·        be a standard-setter for ethical and professional quality requirements.

·        work actively to ensure that funding and regulatory authorities create the conditions   

        conducive to the reasonable use of all forms of Direct Marketing.

·        offer education and training in Direct Marketing.

·        facilitate the creation of good network groups for the association’s members.

§ 3 Organisation

NORDMA is an amalgamation of the Norwegian Direct Marketing Association of 1973 and the Norwegian Telemarketing Association of 1987.

NORDMA shall organise its activities to safeguard the special interests of members in areas that require specialist expertise. Groups and networks may be established to look after the special interests of different members. NORDMA will not establish sub-groups whose interests may conflict with those of other groups/networks.

NORDMA’s Board and secretariat shall ensure the development of the necessary groups/networks, and attach to them resource persons among NORDMA’s members to provide the relevant assistance in developing the groups/networks.

NORDMA shall have a secretariat with regular office hours. The secretariat shall be run by NORDMA itself, or by others.

See § 10.

§ 4 Direct Marketing

By Direct Marketing we mean:

The sum total of the activities and the communication required to offer goods and services to one or more target groups, through different media, for the purpose of achieving a measurable response or dialogue with customers or potential customers.

§ 5 Membership

5.1 Right to membership

Membership of NORDMA is open to all companies which are established in Norway and which have an interest in Direct Marketing, provided that they undertake to:

-    comply with NORDMA’s Statutes

-    comply with NORDMA’s Code of Practice, ethical rules and general rules.

-    comply with the decisions NORDMA makes regarding sound business ethics.

-    loyally contribute to ensuring that NORDMA’s objectives are upheld and developed.

-    notify the Board of any circumstances which could mean that a member no longer fulfils the requirements for membership.

-    comply with the decisions of the General Meeting and the Board.

5.2 Application for membership

Applications for membership must be in writing. The application shall be addressed to NORDMA’s Board or to the secretariat, and shall contain a written assurance that the member is prepared to comply with NORDMA’s Statutes.

5.3 Resignation of membership

A member may resign its membership from NORDMA. Resignation must be in writing, either by post or e-mail, and shall be addressed to NORDMA’s Board or secretariat. The member’s rights shall lapse from the date the resignation is accepted. Payment of the annual membership fee will not be refunded.

5.4 Exclusion

Members may be excluded from NORDMA subject to the unanimous decision of the entire Board:

-    if the member fails to comply with the Statutes or no longer fulfils the requirements for membership.

-    if the member acts in contravention of NORDMA’s object clause or otherwise damages the

     reputation of the association.

-    if the member suspends its payments.

-    if the member fails to comply with the Code of Practice.

The decision to exclude a member may be appealed to NORDMA’s General Meeting.

A 2/3 majority of the General Meeting is required to uphold the decision to exclude.

§ 6 Membership fee
Members are required to pay an annual membership fee that is adopted at the ordinary General Meeting. If a member is accepted for membership after 1 July, the member will only be required to pay half the annual membership fee. 

The membership fee falls due for payment at the start of each calendar year.

§ 7 NORDMA’s accounts
NORDMA shall keep accounts. Each set of annual accounts (following the calendar year) and the Board’s annual report shall be approved by a State Authorised Public Accountant. The auditor shall have his report ready to deliver by the date set for the ordinary General Meeting.

§ 8 Amendments to the Statutes
Proposed amendments to NORDMA’s Statutes may be delivered by a member company or by NORDMA’s Board. Members’ proposals for amendments shall be delivered to the Board for consultation. The Board must be in receipt of all such proposals no later than 1 month prior to the ordinary General Meeting. A 2/3 majority of the General Meeting is required to amend the Statutes, which shall receive the final approval of the General Meeting.

§ 9 Dissolution of NORDMA
In order to dissolve NORDMA, a 3/4 majority of 2 consecutive General Meetings is required, at least one of which shall be an ordinary General Meeting.

In the event NORDMA is dissolved, it shall be left to the General Meeting to determine how to dispose of the association’s assets.

§ 10 Board
NORDMA’s Board consists of no more than 7 members who shall all be elected by the General Meeting to serve for 2 years at a time. The 2-year term of office shall commence when the person concerned is elected to office, for example as the Chair of the Board or the Vice-Chair.

No more than 4 Board members may be up for election at the same time. The General Meeting elects the Chair, the Vice-Chair and 5 members of the Board. The 5 Board members may be elected individually by the General Meeting on the basis of the areas of responsibility that the General Meeting wishes the Board to work with. It is desirable that the Board is representative of the body of membership and chambers.

In addition, two deputy members shall be elected to the Board to replace a sitting elected member in the case that the Board permits the elected member to step down.

Should a member of the Board wish to step down before his or her term of office expires, the member shall apply to the Board for permission. It is up to the Board to consider whether to grant the application. In the event of such withdrawal from the Board, one of the elected deputy members shall take the member’s place on the Board.

The duties of the Board are to:

• accomplish the objectives NORDMA has set itself.
• maintain day-to-day contact with the secretariat.
• deal with membership matters in accordance with the Statutes.
• make statements on questions addressed to the association.
• be responsible for the running of the association.
• keep satisfactory accounts and present to the General Meeting the annual accounts and an annual report on the association’s activities.
• market the association and promote Direct Marketing as a serious and reputable marketing tool.
• act as a point of contact for foreign DM associations.

The Board shall meet as often as required, or when at least 3 Board members call for a meeting.

In order for the Board to form a quorum, at least 3 members must be present. The Chair has two votes in the event of a tied vote.

§ 11 General Meeting
The General Meeting is NORDMA’s highest decision-making body. The General Meeting shall be held annually during the first four months of the year. The notice of the General Meeting shall be sent in writing 3 weeks prior to the General Meeting. The annual accounts and annual report shall be made available to the members no later than 1 week prior to the General Meeting.

The General Meeting shall:

• Elect an auditor
• Consider and adopt the Board’s annual report
• Consider and adopt the annual accounts
• Consider all motions received, which must be sent to the Board by 1 March
• Determine the membership fee
• Adopt the budget and activity plan
• Elect representatives to the Board
• Adopt any remuneration to the Board
• Following the recommendations of the Board, elect an election committee consisting of at least 2 members who are representative in terms of composition of the general body of membership.

The proposals of the election committee shall be made available early enough to permit them to be enclosed with NORDMA’s annual report.

Motions from the floor – except for motions regarding amendments to the Statutes − may be considered if a 2/3 majority is in favour.

The General Meeting elects a person to chair the meeting and a person to record the minutes. The chair has an extra vote in the case of a tied vote. Only 1 representative from each member company is eligible to vote.

An Extraordinary General Meeting may be called if the Board or at least 20% of the member companies so request. The Extraordinary General Meeting can only make decisions in matters that gave rise to the calling of the meeting. The Extraordinary General Meeting shall be called using the same period of notice as the Annual General Meeting determines.

§ 12 Ethical platform/Code of Practice
Members undertake to pursue Direct Marketing activities in a reputable and proper manner, and to comply loyally with the relevant laws and regulations as well as the ethical standards that NORDMA establishes.

NORDMA shall draw up its own ethical platform or Code of Practice that is adapted to the use of the association’s different groups. The Code of Practice shall help to promote and attend to members’ compliance with the regulatory framework, as well as helping to promote a good framework for the Direct Marketing industry. The Code of Practice shall consist of living documents and shall follow developments within Direct Marketing, changes in the regulatory framework and developments in society in general. Active efforts shall be made to develop and maintain a Code of Practice in order to raise understanding of and interest in Direct Marketing. 

Efforts shall be made to adapt the scope of the different ethical platforms to the entire body of membership, but they may also address parts of the membership’s field of work.

The guidelines/Code of Practice shall be presented to and be adopted by NORDMA’s General Meeting.

§ 13 NORDMA’s authorisation scheme for telemarketing activities

A separate authorisation scheme has been introduced for companies that work wholly or in part with telemarketing. This scheme is provisionally voluntary for NORDMA’s members, and open to the participation of non-members. Changes to the authorisation scheme shall be adopted by NORDMA’s General Meeting. The Board of NORDMA is responsible for administering the scheme, adopting the authorisation fee and dealing with matters concerning authorisation.