Last amended at the annual meeting on June 9, 2026.

Chapter I Corporate form, purpose and tasks

§ 1 Form of business etc.
(1) TONO SA is a cooperative.
(2) Members are not obliged to make contributions to TONO. Members are not liable to creditors for TONO's obligations.
(3) Members who meet the conditions in Section 8 are entitled to vote in TONO. Only members with voting rights are considered members under the Cooperatives Act.
(4) TONO has its registered office in the municipality of Oslo.

§ 2 Business
(1) TONO shall manage and protect the copyright rights transferred to the company by copyright holders of musical works (with or without lyrics).
(2) Fees collected for the performance, transmission and sound recording, as well as graphic reproduction and making available of song lyrics in digital form, of the musical works managed by TONO, after deduction of justified and documented costs, cultural funds, etc., belong to the rights holders, and TONO will therefore not make a profit. TONO does not aim to provide dividends or the like to its members.

§ 3 Tasks
(1) TONO shall act in the best interests of the copyright holders that TONO represents, and including treating members and music forms equally, cf. the Act on Collective Management of Copyright, Chapter 2. TONO shall not impose obligations on copyright holders that are not necessary to protect their rights or interests or for the effective management of their rights.
(2) TONO's activities, cf. Section 2, include:
a) to collect and distribute remuneration for the performance, transmission and sound recording, as well as the graphic reproduction and making available of song lyrics in digital form, of the musical works that TONO has under its management at any time. The extent of TONO's right of disposal over the individual musical work follows from the rules in Chapter III;
b) to highlight, strengthen and protect the moral and economic rights of its copyright holders by actively working towards the continuous development of the copyright rules and regulations that form the framework for authors' creative activities;
c) within its purpose and in accordance with the principles of equal treatment, objectivity and cost-effectiveness, to safeguard musical diversity in its regulations and practices;

In carrying out its tasks, TONO shall emphasize that different forms of music, artistic expressions and professional communities are given opportunities for development and participation, including both areas with limited commercial potential and repertoire with significant use, income and development potential. This shall be done within TONO's purpose and without weakening the consideration for effective rights management, value creation and development of TONO's overall repertoire.

When composing governing and advisory bodies, competence, suitability, independence and consideration for TONO's overall interests shall be decisive. At the same time, a composition shall be sought that reflects the breadth and diversity among the licensees that TONO represents.

Funds that, after a decision, can be used for cultural and music promotion purposes must be managed according to open, objective and verifiable criteria and benefit the rights holder community.

TONO's activities shall be carried out in an open and verifiable manner that promotes trust and legitimacy among the membership as a whole;

d) to profile its activities in a way that ensures acceptance and legitimacy for TONO as a cultural policy actor in the field of music;

e) to work towards the creation of new musical works.

Chapter II Agreements with companies and organizations

§ 4 Cooperation agreements
TONO may enter into and/or establish cooperation or management agreements with other companies or joint organizations whose purpose is to safeguard similar rights, cf. § 3.

§ 5 Agreements on representation
TONO may enter into agreements with similar companies for the mutual or unilateral management of rights as mentioned in Section 2 (1).

Chapter III Agreements with licensees

§ 6 Membership agreement
(1) In order for a copyright holder in a musical work to receive a share in the settlement amount, the copyright holder must either:
a) have entered into a membership agreement with TONO and after registration of the musical work have had their rights in the musical work approved, or
b) have entered into a membership agreement with an organization with which TONO has a reciprocal agreement.
(2) TONO enters into a membership agreement with:
a) composers and lyricists;
b) editors, organizers and translators;
c) music publishers and others who have been assigned publishing, performance, transmission, sound recording or graphic rights to song lyrics for digital use;
d) heirs or representatives of heirs of right holders as mentioned in a or b.
(3) In these statutes, music publisher means any natural or legal person who has a publishing agreement with one or more authors.
(4) Upon the death of a licensee, the membership agreement shall pass to the person's legal successor. If there are several legal successors, they must appoint a joint representative.
(5) The membership agreement, or selected parts of it, lapses:
a) Six months after TONO has received written notice of termination from a licensee, but not before the end of a calendar year. The board may decide to shorten the deadline in individual cases. The board may delegate the authority to decide to shorten the deadline to the administration;
b) when the rightholder no longer has composer or lyricist rights;
(6) If a member is guilty of violating the rules in the membership agreement, TONO's statutes or decisions of TONO's governing bodies, the board may terminate the membership agreement.

The member may appeal the board's decision according to the same rule as in Section 10 (2), second paragraph.

§ 7 Content of the membership agreement
(1) A licensee may, through a membership agreement, in whole or in part, authorize TONO to manage his rights or categories of rights. The licensee also chooses the territories to which the authorization shall apply.
(2) TONO may only refuse to undertake such management if there are objective reasons for refusal, or such management is not covered by TONO's scope of activities.
(3) Unless otherwise stipulated in the membership agreement, the rights holder transfers to TONO the management of the rights mentioned in § 2 that the person concerned has at the time of entering into the agreement and will later have, see however (4).
(4) The management includes the performance, transmission and sound recording of the rights holder's work, as well as the graphic reproduction and making available of song lyrics in digital form, excluding stage performances (major rights), unless this is specifically agreed.
(5) Upon entering into the membership agreement, the licensee is bound by TONO's current statutes, rules and decisions.
(6) At the same time as entering into the agreement, the rights holder shall provide TONO with a statement of the works in his possession and shall gradually notify new works.
(7) Even if a membership agreement has been entered into with TONO, the licensee may himself grant permission for non-commercial use of rights or categories of rights. The licensee is obliged, as stated in the membership agreement, to inform TONO if such permissions are granted. TONO's board may establish further rules on what is considered non-commercial use and requirements for information that the licensee must provide to TONO. The rules are stated in the terms of the membership agreement, which shall be easily accessible to members on TONO's website.
(8) A list of categories appears in the terms of the membership agreement, which shall be easily accessible to members on TONO's website.
(9) The board determines the detailed terms and conditions of membership.

Chapter IV Members

§ 8 Members and voting rights
(1) Licensees with whom TONO has a membership agreement are members of TONO.
(2) A member who has had a membership agreement with TONO for at least two years is automatically entitled to vote if the person concerned's average billing for performance, transmission and sound recording, as well as graphic reproduction and making song lyrics available in digital form, over the last three billing years amounts to at least:
– For originators and heirs of originators 0,05 G, or 0,3 G in the last year
– For music publishers 0,3 G, or 1,8 G in the last year.
(G = National Insurance basic amount)
(3) A licensee who has such an affiliation with an enterprise that the affiliation could be in significant conflict with TONO's interests may not be a voting member.
(4) In special cases, the board may admit as a voting member a licensee who may be of value for promoting TONO's purposes and activities even if the conditions are not met.
(5) The requirement for a term of office does not apply to heirs of a member, cf. Section 10 (1), second paragraph. If there are several heirs of the same member, they must elect a joint representative from among the heirs. The representative then exercises the right to vote and the right to stand for election, cf. Section 9, for the rights the deceased had, on behalf of the heirs.
(6) Questions about the right to be a voting member are decided by the board. The board may authorize the administration to decide whether the conditions under (2) have been met. This does not apply to matters under (3) and (4). The administration's decisions are notified to the board at the first board meeting after the decision. The member may bring the administration's refusal of admission as a voting member to the board. If the board finds – either in the first or second instance – that the conditions for being a voting member are not met, the member may request that the matter be submitted to the annual meeting.
(7) No licensee may have more than one membership.
(8) It is possible to reserve oneself from becoming a voting member. Up to three months after receiving information that one has become a voting member, a member may at any time notify their reservation. The notification must be made in writing to TONO's administration.

§ 9 Eligibility
Only voting members may be elected to positions of trust in TONO. This does not apply to the external representatives mentioned in §§ 24 (1), 28 (2) f and 53 (1) c and their alternate representatives.

§10 Termination of voting rights
(1) A member ceases to be entitled to vote in TONO when the member:
a) resigns in writing as a voting member;
b) no longer has a membership agreement with TONO;
c) no longer meets the conditions for entering into a membership agreement pursuant to Section 6 (2);
d) has become so connected to an activity that the connection could be in significant conflict with TONO's interests, cf. Section 8 (3).
Upon the death of the member, the member's status as a voting member ceases. The heir, or representative of heirs (see § 8 (5)), of the licensee as mentioned in § 6 (2) a and b automatically becomes a voting member if the conditions for this, cf. § 8 (2), are met at the time of the licensee's death or later.
(2) The board may exclude a voting member
a) who materially breaches TONO's statutes and regulations;
b) who acts in a manner that is significantly detrimental to TONO's operations;
c) when compelling reasons otherwise indicate exclusion.

The member may appeal the board's decision to exclude from membership to the annual meeting. The appeal must be in writing and must be received by TONO within one month of the member being notified of the exclusion.

Chapter V The Annual Meeting

A. General rules

§ 11 Authority of the Annual General Meeting
Through the annual meeting, voting members exercise the supreme authority in TONO.

§ 12 Voting members' right to attend. Proxy
(1) Members entitled to vote are entitled to attend the annual meeting. They may attend by proxy of their own choosing. No one may be a proxy for more than one voting member.
(2) The proxy shall submit a written and dated power of attorney. If the power of attorney is submitted using electronic communication, a reliable method must be used to authenticate the sender. The power of attorney may only apply to the next annual meeting after the power of attorney has been submitted. The member may revoke the power of attorney at any time.

§ 13 Voting rights
(1) All voting members have the right to vote at the annual meeting.
(2) Each voting member has one vote.

§ 13a Digital participation at annual meetings
Members have the right to participate in annual meetings digitally, either as a supplement to physical attendance or as the only form of participation if the annual meeting is held digitally. Digital participation shall ensure members have the same rights to speak, vote and ask questions as in physical presence. The board shall ensure that the necessary technical solutions are in place to meet these requirements.

Section 14 Disqualification
A voting member may not participate in a vote at the annual meeting on a lawsuit against himself or on his own liability to TONO. The same applies to lawsuits against others or on the liability of others if the voting member has a significant interest in the matter that may conflict with the interests of TONO.

§ 15 Management's right and obligation to be present at the annual meeting
(1) The Chairman and the CEO shall be present at the annual meeting. In the event of a valid absence, a deputy shall attend. Other board members may be present at the annual meeting.
(2) The board members and the CEO have the right to speak at the annual meeting.

B. Details about the annual meeting. Matters, notice, etc.

§ 16 Ordinary annual meeting
(1) TONO shall hold an ordinary annual meeting within six months of the end of each financial year.
(2) At the ordinary annual meeting, the following matters shall be discussed and decided:
a) approval of the annual accounts, the annual report and the annual transparency report;
b) election of the board of directors – including the chairman and deputy chairman (§ 30), control committee (§ 53), election committee (§ 24), auditor (§ 50) and any other committees and subcommittees that the annual meeting may decide to establish;
c) general principles for the distribution of remuneration to rightholders;
d) general principles for the use of non-distributable remuneration amounts;
e) the use of non-distributable consideration amounts;
f) the general investment strategy for income from rights and any income from investments of those income;
g) general principles for deductions from income and any income from investment of this income, including deductions for the use of funds for cultural purposes, cf. Section 58;
h) general principles of licensing;
i) other matters that, by law or the articles of association, fall under the responsibility of the annual meeting;
j) Decisions on changes in matters referred to in letters c, d, e and g require a two-thirds majority if the change concerns general principles related to settlement funds or funds for cultural purposes. The requirement does not apply if the change is necessary to comply with laws, regulations or other regulatory requirements.
(3) The annual accounts, annual report, transparency report and audit report shall be sent to each voting member with a known address no later than two weeks before the annual meeting.

§ 17 Extraordinary annual meeting
(1) The board may decide to call an extraordinary annual meeting.
(2) The board of directors shall convene an extraordinary annual meeting when the auditor, the control committee or at least one tenth of the voting members request it in writing to discuss a specific specified topic. The board of directors shall ensure that the extraordinary annual meeting is held within one month of the request being made.

§ 18 Notice of the annual meeting
(1) The annual meeting is convened by the board.
(2) The annual meeting shall be held in Oslo. If necessary for special reasons, the annual meeting may be held elsewhere.
(3) The annual meeting is convened by written notice to all voting members with a known address.
(4) Notice of the annual meeting must be sent no later than two weeks before the meeting is to be held.
(5) The notice shall state the matters to be discussed at the annual meeting. Proposals to amend the articles of association shall be set out in the notice. The board shall prepare a proposed agenda in accordance with the provisions of law and the articles of association. It shall be stated that voting members who wish to attend the annual meeting must notify their participation no later than one week before the annual meeting is held. Such notification may be made in writing or by electronic communication. If electronic communication is used, a reliable method must be used to authenticate the sender.

§ 19 Right to raise issues at the annual meeting
A voting member has the right to have matters raised at the annual meeting. Any matters must be reported in writing to the board in good time so that they can be included in the notice. If the notice has already been sent, a new notice must be sent if it can reach the voting members no later than one week before the meeting is to be held.

C. Meeting rules

§ 20 Opening of the meeting. Chairman of the meeting
(1) The annual meeting is opened by the chairman of the board.
(2) The chairman of the meeting is elected by the annual meeting. The chairman of the meeting may not be a voting member of the group mentioned in § 28 (2) that holds the position of chairman at the opening of the annual meeting. The chairman of the meeting does not need to be a member of TONO.

§ 21 List of members at the meeting
The person opening the meeting shall, before the first vote, draw up a list of the voting members who are participating, either in person or by proxy. The list shall be used until it is amended by the annual meeting.

§ 22 Matters not on the agenda
(1) Matters that have not been notified to the voting members in accordance with the rules for convening the annual meeting cannot be discussed at the meeting without the consent of all voting members.
(2) The fact that the matter is not stated in the notice does not prevent the
a) the ordinary annual meeting decides on matters that, by law or the articles of association, must be dealt with at the meeting;
b) the ordinary annual meeting decides on proposals for investigation pursuant to Section 59, first paragraph, of the Cooperatives Act;
c) it is resolved to call an extraordinary annual meeting to decide on proposals presented at the meeting.

Section 23 Management's duty to provide information
(1) A voting member may request that the board, auditor and administration at the annual meeting provide available information about matters that may affect the assessment of
a) the approval of the annual accounts and the annual report;
b) matters submitted to the voting members for decision;
c) TONO's financial position and other matters that the annual meeting shall consider, unless the information required cannot be provided without disproportionate damage to TONO.
(2) If information must be obtained so that an answer cannot be given at the annual meeting, the annual meeting may decide that a written answer be prepared within two weeks of the meeting. The answer shall be sent to all voting members with a known address or made available to them in another appropriate manner. A written answer shall always be sent to the voting member who has requested the information. Other voting members are entitled to receive the answer upon request.

§ 24 Election Committee
(1) The ordinary annual meeting shall elect a nominating committee for a period of two years to prepare all personal elections to be held by the annual meeting, except for the election of the nominating committee. The committee shall consist of 5 members, 1 from each of the groups mentioned in § 28 (2) a, b and d, as well as 2 members who do not belong to any of these groups, of whom 1 voting member and 1 external, all with 1 personal alternate. The board shall propose to the annual meeting representatives to TONO's nominating committee, with overlapping terms of office.

(2) The position of chairman of the committee rotates between the groups for one electoral term at a time. The chairman of the committee has a casting vote in the event of a tie.
(3) The nomination committee should preferably consist of persons who have particular knowledge of TONO's activities. The majority of the committee should be independent of the board and the daily management. At least one of the members should have experience from board work in TONO. Persons who are part of TONO's daily management should not be members of the committee.
(4) The election committee shall, when composing the board as well as the committees and committees elected by the annual meeting, seek to identify suitable candidates and ensure that they meet the conditions set by the articles of association for the office for which the candidate is proposed. In the assessment, the committee should pay particular attention to the need for continuity and renewal, gender balance and a composition that reflects diversity and breadth. The committee shall clarify whether the candidates it proposes are willing to take on the offices. The election committee shall present its recommendation to the annual meeting and explain how it has worked. The recommendation should contain relevant information about the candidates. The election committee's reasoned recommendation shall be sent out no later than two weeks before the election takes place, cf. Section 18 (4). Information about who is a member of the election committee and any deadlines for the associations mentioned in Section 28 (2) a to c and for the individual voting member to submit proposals to the committee should be made known in good time. The election committee also determines its own working methods. The board shall establish detailed instructions for the election committee, which shall be presented to the annual meeting. The instructions shall ensure that the board and the committees and committees elected by the annual meeting have the necessary expertise that TONO needs at all times, and that the artistic and musical diversity that constitutes TONO's membership is safeguarded in a reasonable and balanced manner.

(5) Candidates other than those nominated by the election committee may be proposed by members entitled to vote. Proposals for candidates must be received by TONO no later than the deadline stated in the notice of the annual meeting. Only candidates who have been proposed by the deadline may be elected. The candidates shall be made known to the members before the advance voting opens.

Section 25 Minutes
(1) The chairman of the meeting shall ensure that minutes are kept of the annual meeting.
(2) The minutes shall record the decisions of the annual meeting, stating the outcome of the votes. The list of those present pursuant to Section 21 shall be included in or attached to the minutes.
(3) The minutes shall be signed by the chairman of the meeting and at least one other person elected by the annual meeting from among those present. The minutes shall be kept available to TONO's voting members and shall be kept in a secure manner.

D. Majority requirements etc.

Section 26 General majority requirement
(1) A decision of the annual meeting requires a majority of the votes cast, unless otherwise provided in the articles of association. If the number of votes is equal, the decision of the chairman of the meeting shall prevail. If in such a situation the chairman of the meeting is not a member entitled to vote, the decision of the chairman of the board shall prevail.
Blank votes are equated with votes not cast.
(2) In an election, the person or persons who receive the most votes shall be deemed elected. If the number of votes is equal, the decision shall be made by drawing lots.

§ 27 Amendment to the articles of association
The decision to amend the statutes is made by the annual meeting. The decision requires the approval of at least two-thirds of the votes cast.

Chapter VI TONO's management

A. Board of Directors and CEO. Election of the board of directors, term of office, etc.

Section 28 The Board
(1) TONO's board consists of up to 8 members. The board shall be composed in such a way that it can safeguard the interests of the membership and TONO's need for expertise, capacity and diversity. Consideration shall be given to ensuring that the board can function well as a collegial body.
(2) The composition of the Board is as follows:
a) 1 voting member who is an author and who holds office/is a representative in a member association that organizes TONO's authors within several segments, including popular music;
b) 1 voting member who is an author and who holds office/is a representative in a member association that organizes TONO's authors within narrow and vulnerable segments, including art music;
c) 2 voting members who are founders and who do not hold office/are elected representatives in a member association that organizes TONO's members. At least one of these must not be a member of such an association;
d) 1 board member who is employed, or holds a position of trust, in a music publishing company that is a member of TONO, or holds a position of trust in an association of music publishers;
e) 2 employee-elected board members; and
f) 1 external board member who has another professional background and expertise that is necessary for TONO's activities, and who does not meet the conditions for eligibility for the positions mentioned in letters a to e.
(3) A board member who is the chairman of a member association that organizes TONO's members cannot be elected as chairman of TONO.
(4) Board members and those standing for election to the board shall submit an individual declaration at each annual general meeting regarding all interests in TONO and all remuneration and compensation received from TONO, cf. the Act on Collective Management of Copyright, etc., sections 14, third paragraph, and 15, third paragraph.

§ 29 Managing director
The board of directors appoints the CEO and the deputy CEO.

§ 30 Details on the annual meeting's election of board members
(1) For each of the board members mentioned in Section 28 (2) ad and f, 1 personal deputy member is elected.
(2) A person may not be elected as a board member or deputy member if he or she has such an affiliation with an enterprise that the affiliation could be in significant conflict with the position in TONO.
(3) The provision in (2) does not apply if the activity is carried out by only voting members of TONO and essentially concerns works that they have created themselves.
(4) A member or deputy member of bodies elected at the annual meeting may not be elected as a board member.
(5) The chairman and deputy chairman cannot be elected from the same group, cf. Section 28 (2). The deputy chairman shall act in the chairman's absence.

§ 31 Board members' term of office, overlapping election periods
(1) Board members and their alternates serve for two years. To ensure continuity in the work of the board, the election periods shall overlap, so that half of the members are up for election each year. The following shall be elected each year:
a) 1 board member with deputy member from one of the groups mentioned in Section 28 (2) a and b,
b) 1 board member with alternate member from the group mentioned in Section 28 (2) c each year,
c) 1 board member with alternate member for the positions mentioned in Section 28 (2) d and f each year, so that the representatives of these positions overlap.
(2) The term of office is calculated from the date of election. It ends at the conclusion of the ordinary annual meeting in the year in which the term of office expires.
(3) Even if the term of office has expired, the board member (alternate member) shall remain in office until a new member (alternate member) is elected.
(4) The chairman and deputy chairman of the board are elected for a term of one year. The second and third paragraphs apply accordingly.

Section 32 Resignation and removal before the end of the term of office
(1) A board member (alternate member) has the right to resign before the end of his term of office if special reasons exist. The board and the annual meeting shall be given reasonable advance notice.
(2) A board member (alternate member) may be removed by the annual meeting. This does not apply to board members as mentioned in Section 28 (2) e.
(3) If the situation in (1) or (2) occurs for a board member during his term of office, the alternate member shall be promoted to permanent board member for the remainder of the term of office. Supplementary elections shall not be held unless this is necessary for the board to have a quorum.

Section 33 Remuneration
Remuneration to board members and deputy members is determined by the annual meeting.

Section 34 Residence requirement
(1) The CEO and at least half of the board members must be residents of Norway.
(2) (1) does not apply to nationals of states that are parties to the EEA Agreement, when they are resident in such a state.

B. Management's tasks and case management, etc.

Section 35 Management of the enterprise
(1) The management of TONO is the responsibility of the board. The board shall ensure the proper organization of the activities.
(2) The board shall, to the extent necessary, establish plans and budgets for TONO's activities. The board may also establish guidelines for the activities.
(3) The board shall keep informed of TONO's financial position, and shall ensure that TONO's activities, accounts and asset management are subject to satisfactory control.
(4) The Board shall initiate such investigations as it deems necessary to be able to carry out its duties.
(5) The board shall make a decision on
a) risk management strategy;
b) approval of the purchase, sale or mortgage of real estate;
c) approval of mergers and alliances, creation of subsidiaries and acquisition of other entities;
d) approval of borrowing, lending or loan guarantees.

Section 36 Supervisory responsibility of the board
(1) The board shall supervise the daily management and TONO's activities in general.
(2) The board may establish instructions for the CEO and the CEO's deputy.

Section 37 Daily management
(1) The CEO is responsible for the daily management of TONO's activities and shall follow the guidelines and instructions given by the board.
(2) The daily management does not include matters that, in TONO's opinion, are of an unusual nature or of great importance.
(3) The CEO may otherwise decide a matter by authorization from the board in individual cases or when the board's decision cannot be awaited without significant disadvantage to TONO. The board shall be notified of the decision as soon as possible.
(4) The CEO shall ensure that TONO's accounts comply with laws and regulations, and that asset management is arranged in a satisfactory manner.
(5) The CEO shall submit an individual declaration to each annual general meeting regarding all interests in TONO and all remuneration and compensation received from TONO, cf. the Act on Collective Management of Copyright, etc., Section 15, third paragraph.

Section 38 Duties of the managing director towards the board
(1) The CEO shall, at least every three months, in a meeting or in writing, provide the board with information on TONO's activities, position and performance.
(2) The board or a board member may at any time require the CEO to provide the board with a more detailed report on specific matters.

Section 39 The Board's proceedings
(1) The board shall consider matters in a meeting, unless the chairman of the board finds that the matter can be submitted in writing or dealt with in another satisfactory manner. The annual accounts, annual report and transparency report shall be considered in a meeting.
(2) The chairman of the board shall ensure that the board members can, as far as possible, participate in a joint consideration of matters that are dealt with without a meeting. The board members and the CEO may request a meeting to consider matters.
(3) The board proceedings shall be chaired by the chairman of the board. If neither the chairman nor the deputy chairman participates, the board shall elect a chair for the board proceedings.
(4) The CEO has the right and obligation to participate in the board's consideration of matters and to express his/her opinion, unless otherwise determined by the board in the individual matter.

§ 40 Board of Directors
(1) The board may appoint a board committee consisting of the chairman and deputy chairman of the board, as well as up to 2 other board members, all with personal deputies.
(2) The board of directors may, between board meetings:
a) decide matters upon authorization from the board;
b) prepare matters for the board.
(3) Section 39 (4) applies correspondingly to the board committee's handling of matters.

Section 41 Preparation of cases and notification
(1) The CEO shall prepare matters to be considered by the Board in consultation with the Chairman of the Board. A matter shall be prepared and presented in such a way that the Board has a satisfactory basis for consideration.
(2) Board proceedings are notified in an appropriate manner and with the necessary notice.

§ 42 When can the board make a decision?
(1) The board may make decisions when more than half of the members are present or participate in the board's deliberations.
(2) The board may not, however, make a decision without all board members having been given the opportunity to participate in the consideration of the matter, as far as possible.
(3) If there are any delays, the alternate member shall be summoned.
(4) Decisions by the board of directors, cf. Section 40, require that all members (or their alternates) be present.

Section 43 Majority requirement
(1) A board resolution, or recommendation to the annual meeting, requires that the majority of the board members participating in the consideration of a matter have voted in favor. In the event of a tie, the vote of the chairman of the meeting shall prevail. A board resolution regarding a change in rules, practice or appropriation concerning funds for settlement or cultural funds requires that at least two-thirds vote in favor of the change.
(2) The provision applies correspondingly to decisions of the board committee.

Section 44 Disqualification
(1) A board member may not participate in the consideration or decision of issues that are of such particular importance to him/herself or to any related party that the member must be considered to have a prominent personal or financial special interest in the matter. The same applies to the CEO. When determining whether someone is a related party under this provision, Section 1-5 of the Companies Act shall apply accordingly.
(2) A board member or managing director may also not participate in a matter concerning a loan or other credit to himself or herself or concerning security for his own debt.

Section 45 Abuse of position
(1) The board and others who represent TONO pursuant to sections 47 to 49 must not do anything that is likely to give certain of TONO's licensees or others an unreasonable advantage at the expense of other licensees or TONO.
(2) The board and the CEO must not comply with any decision of the annual meeting or another body if the decision is contrary to law or TONO's statutes.

§ 46 Board minutes
(1) Minutes shall be kept of the board proceedings. They shall at least state the time and place, the participants, the method of proceedings, the board's decisions, and an assessment of the impartiality of those present.
(2) If the board's decision is not unanimous, the number of votes shall be stated.
(3) Board members and CEOs who disagree with a decision may request that their opinion be entered in the minutes.
(4) If the board deliberations have taken place in a meeting, the minutes shall be signed by the chairman of the meeting and one board member. The minutes shall then be sent to all board members with a deadline for comments. If the board deliberations have not taken place in a meeting, the minutes shall be signed by all board members who have participated in the board deliberations.
(5) These provisions also apply to proceedings in the board committee. Minutes of the board committee meetings shall be submitted to the board as soon as possible.

C. TONO's external relations

Section 47 External representation
The board represents the company externally and signs its name.

§ 48 Power of attorney to sign for TONO's company
(1) The board of directors may grant board members, the CEO or named employees the right to sign on behalf of TONO.
(2) The right to sign the company's name may be revoked at any time. The Managing Director's authorization pursuant to Section 49 may be revoked by the board of directors when the decision of the annual general meeting cannot be awaited without prejudice to TONO.
(3) The provisions on disqualification in Section 44 apply correspondingly to a signatory who is not the managing director or a member of the board of directors.

Section 49 The CEO's external representation
(1) The CEO has TONO's power of attorney.
(2) The CEO represents TONO externally in matters that are part of daily management.

Chapter VII Audit etc.

Section 50 Auditor
(1) The annual meeting shall elect an auditor. The auditor must be state-authorized.
(2) The annual meeting shall approve the remuneration of the auditor.
(3) The auditor shall serve until another auditor is elected.
(4) If the auditor's assignment ends before the end of the term of office, the board shall without delay ensure the election of a new auditor, who shall serve until the first annual meeting. The same applies if the auditor is no longer a state-authorized auditor.

Section 51 Audit report
(1) The auditor shall submit an audit report to the annual meeting for each financial year.
(2) The audit report must be received by the board no later than three weeks before the annual general meeting.

§ 52 Auditor participates in the annual meeting
The auditor shall attend the annual meeting when the matters to be discussed are of such a nature that this must be considered necessary. Otherwise, the auditor has the right to attend the annual meeting.

Section 53 The Control Committee
(1) The Control Committee consists of 6 members. Each member shall have 1 personal deputy, of whom
a) 1 member and 1 alternate member from each of the groups mentioned in Section 28 (2);
b) 1 member and 1 alternate member shall represent the heirs; and
c) 1 external member who is not a member of TONO or of the associations mentioned in Section 28 (2), letters a to c.
The external member shall be the chair of the control committee.

(2) The members or deputy members of the Control Committee cannot simultaneously be members or deputy members of TONO's board, the distribution committee or the music and lyrics committee.
(3) The Control Committee is elected by the annual meeting for a term of two years.
(4) The control committee has access to TONO's accounts at all times. The control committee shall be sent the board minutes after each board meeting. If the committee finds that a board decision is in conflict with the law, TONO's articles of association, the annual meeting's decision or the board's own guidelines, the committee shall immediately notify the board.
(5) The control committee shall also monitor that:
a) settlements are made in accordance with the articles of association and the general principles of settlement;
b) the group associations manage the cultural assets in accordance with the requirements of the Collective Management Act, TONO's statutes and the resolutions of the annual meeting. In this regard, it has the right to review the associations' annual accounts.

(6) The control committee keeps minutes of its proceedings and prepares a written report for the annual meeting.
(7) The report should be available in good time so that it can be sent to TONO's voting members before the annual meeting.

Chapter VIII Bodies under the Board

Section 54 Distribution Committee
(1) The Distribution Committee consists of 6 members and 6 personal deputies. The Distribution Committee, including its chairman and deputy chairman, is appointed by the board for the board term.
(2) The distribution committee shall perform the tasks assigned to it by the board.
(3) Minutes from the distribution committee meetings are submitted to the board.

§ 55 Music and lyrics committee
(1) The Music and Lyrics Committee consists of 5 members and 5 alternate members. The committee, including its chair and deputy chair, is appointed by the board for the board period, and shall be composed with consideration for relevant professional expertise.
(2) The committee's members and deputy members may not be members or deputy members of TONO's board or the distribution committee.
(3) The music and lyrics committee shall carry out the tasks assigned to it by the board.
(4) Minutes from the committee's meetings are submitted to the board.

Section 56 Other bodies
The board may, when it deems necessary, establish other bodies and committees to carry out specific tasks, and which report to the board.

Chapter IX Distribution rules

Section 57 Distribution of remuneration
(1) Remuneration from the settlement for performance, transmission and sound recording, as well as graphic reproduction and making available of song lyrics in digital form, licensed by TONO, shall be deducted from justified and documented costs of carrying out the tasks of TONO according to Section 3 (2), as well as cultural funds, cf. Section 58.
(2) The resulting net amount is settled to the licensees in accordance with the general principles for settlement adopted by the annual meeting, cf. Section 16 (2) c.
(3) TONO's board determines the division into settlement areas, the distribution of remuneration between these, and the detailed rules for settlement.
(4) Remuneration that TONO receives for performances from corresponding foreign companies is distributed without deductions in accordance with Section 58.
(5) Remuneration for sound recording that TONO receives from companies that manage sound recording rights is distributed among the rights holders in the work according to distribution rules for sound recording that are established by TONO's board. TONO makes no deductions for costs in such remuneration.
(6) The board, within the framework of the Act on Collective Management of Copyright, etc., TONO's reciprocal agreements and CISAC's regulations, provides further rules on the distribution of
a) shares from partially protected works;
b) shares from works where a rights holder who has a share in the work is not known or does not have a membership agreement with TONO or a company with which TONO has a reciprocal agreement.

Section 58 Cultural resources
(1) Up to 8% of the net income is set aside annually for cultural purposes. The board may in special cases decide to set aside a lower percentage if this is deemed necessary for competitive reasons.
(2) The cultural funds shall support creative activities among TONO's members, and cultural and business policy measures and activities for the benefit of current and future TONO members.
(3) The allocation of TONO's cultural funds is made by TONO's allocation committee for cultural funds and in accordance with instructions for allocation. The board shall adopt instructions for the allocation committee. The instructions shall be presented to the annual meeting, and follow principles adopted by the annual meeting. The committee is elected by the annual meeting following a recommendation from the election committee. The allocation committee shall consist of 5 members:
a) 3 authors who do not hold active positions in member associations that organize TONO's members. At least one of these must not be a member of such an association.
b) 1 member who is employed, or holds a position of trust, in a music publishing company that is a member of TONO, or holds a position of trust in an association for music publishers
c) 1 member who is external, and who also does not hold active positions in member associations that organize TONO's members, and who does not meet the conditions for eligibility for the positions mentioned in letters a and b.

Committee members are elected for 2-year terms, with overlapping terms. Members of the Awards Committee may not serve longer than four years.

(4) The allocation of cultural funds shall be made on the basis of applications in accordance with a set annual process. Allocation shall be made in the following categories:
a) 30-50% for the management of direct, eligible support schemes
b) 20-40% for long-term investment and infrastructure, including organizational support
c) 20-40% for short-term activities

Chapter X TONO's dissolution, entry into force, etc.

§ 59 Dissolution of TONO
(1) A resolution to dissolve TONO must, in order to be valid, be passed at two consecutive ordinary/extraordinary annual meetings.
(2) The two meetings must be held at least two and no more than four months apart.
(3) The annual meeting's resolution to dissolve must be passed by at least a four-fifths majority.
(4) If dissolution is decided, the annual meeting shall appoint a liquidation board of 3 members, consisting of 1 representative from the Norwegian Composers' Association, 1 from NOPA and 1 from the Music Publishers.
(5) Any funds remaining after debts and liquidation costs have been covered shall be transferred to the Composers' Remuneration Fund, the Lyricists' Fund and the Music Publishers' Fund.

Section 60 Entry into force and transitional provisions
The provisions in Section 28, cf. Sections 31 (1) and 24 regarding the composition of the board and the nomination committee, etc. will apply for the first time at elections at the annual general meeting in 2027.
Distribution of cultural funds according to the rules in Section 58 will come into effect from 1 January 2028. Recipients of cultural funds must nevertheless report according to the new structure in Section 58 (4) as early as 2027. The allocation committee will be elected for the first time at the 2027 annual general meeting.
Otherwise, the statutes come into force immediately.