from Warsaw 2007, amended in Tallinn 02-12-2008

§ 1 Mission
The Innovation Circle network is an international association working for the benefit of smaller and medium sized places in Europe, aiming at making such places sustainable and more attractive. 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
The Innovation Circle network is an independent and non-profit organization with a close link to local, regional, national and international authorities.

§ 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 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 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 board 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 can not 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 an even number of votes then should the result be settled by lottery. 

If there is a multiple election then all elected should have more than half of the casted votes.
This is not needed when electing substitutes. 

§ 10 The annual meetings tasks
The annual meeting shall:
1. Consider the annual activity report
2. Consider the annual financial report and audit report
3. Consider tabled proposals
4. Decide the annual fee
5. Elect:
                a) Chairman and deputy chairman
                b) Other board members 
                c) Auditor
                d) 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 Board
The Innovation Circle network is managed by the board which is the highest authority between the annual meetings, 5-7 members with 3 substitutes in a priority order.
The board shall:
1. Implement the annual meetings decisions. 
2. Decide annual budget
3. Appoint committees or persons with special obligations and give instructions for these.
4. Establish contracts with and dismiss the general secretary. 
5. Control the implementation of activities and finances 
6. Represent the Innovation Circle Network externally.

The board shall meet whenever the chairman or a majority of the board members demand it, minimum 2 times every year. Meetings can be either physically or via telecommunication.

The board can make eligible decisions when a majority of the members are present. Decisions are made with majority voting. The chairman has a casting vote if the voting is even.

§ 13 General Secretary
The general secretary reports to the board and is responsible for implementation of the activities such as PR and marketing, recruiting new members, new project initiatives, preparation of annual events. 

The general secretary can delegate duties to persons in his organization, establish contracts with external experts and suppliers and will together with the board members represent the Innovation Circle network externally.

The general secretary prepares documents for board meetings and annual meetings.

§ 14 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.

§ 15 Liquidation (§15 can not 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.

§ 16 Disputes
Any disputes which can not be resolved within the organization will be settled by the court in Norway.