Board guide
Are you chairman or secretary of an association, foundation or company? Are you unsure of how a board in one association or company works? In this guide you can read about how the board work is done.
organizational Forms
Organized operations can be conducted in a number of different forms. Regardless of organizational form, they are governed by a board.

Association - An association is an association of members who conduct a certain activity. Associations can be non-profit or economical. Non-profit associations are run without profit but economic associations is run to promote members' financial interests. Sports associations are, for example, non-profit associations while tenant-owner associations and road associations are examples of economic associations.
Company - Companies are organizations that have owners and are run for profit. Examples of corporate forms are limited liability companies and trading companies.
Foundation - Foundations are an organization that manages and distributes assets. A foundation has neither owners nor members
Board
The activities of an organization are led by a board. A board has a number of members, one of whom is chairman and most often there are also a member appointed as secretary and treasurer. Often there is also the Vice Chairman and sometimes other Vice Chairman of a Board.

In addition to regular members, there are often deputies or substitutes. The minimum number of members and deputies is regulated by statutes or articles of association and finally in law.

Company Signers
The Board appoints the person or persons entitled to enter into agreements in the name of the organization. Fimation can be done individually by the company signatories or in association with several company signatories.

Nomination Committee
In an organization there is often a nomination committee whose task is to give suggestions on which persons should be included in it upcoming board. Persons who are candidates for various positions must report their candidacy to the Nomination Committee. Most often there are deadline for candidacies for annual meetings. However, candidacies as nominees must be reported to the Board.

The nomination committee has no formal decision-making power, although it often is so that proposals from the nomination committee become decisions. The Nomination Committee shall work independently from the Board and members of the nomination committee may not simultaneously be members of the board.

Audit
Many associations and companies as well as all foundations have an audit consisting of one or more auditors. These have like task of reviewing the activities of the organization. The auditors may also not be members of the board.

statutes
The activities of associations and foundations are governed by statutes. Economic associations and foundations must by law have statutes. The statutes of an economic association shall include in the statutes, inter alia, the size of the board, the members' efforts, the notice of the general meeting and the distribution of profits.
Articles of association
By law, limited liability companies must draw up a articles of association when the company is founded. The articles of association shall, among other things, regulate the number of shares, the size of the share capital, the size of the board, the number of auditors and the notice of the general meeting.

Annual General Meeting or Annual Meeting
Associations and companies hold a general meeting once a year where the results of the previous financial year are reported to the owners or the members and decisions for the coming years are made.

Prior to an annual general meeting, the owners or members must be informed in good time of the time and place of the meeting. This is called for calling. How this is done is regulated by statutes or articles of association.

The performance reporting at a general meeting is usually divided into reporting of financial results and activity report. If there is an audit, they must announce their opinion on the result.

After the activities have been reported during the past year, the meeting shall decide whether the outgoing board will receive discharge or not. Discharge means that the meeting considers that the Board has performed its work in an acceptable manner. If liability is not granted, it is possible to sue board members in a legal process.

Then a new board and any nomination committee and audit are appointed for the coming financial year. Other decisions also in other cases can be taken at the meeting. Such cases are called motions if they come from members outside the board. Proposals from the Board are called proposals. Motins should normally be submitted before the notice the annual meeting has expired and it is the chairman who decides whether or not an exercise can be dealt with at the meeting.

When decisions are made, owners and members have the right to vote. In a limited company, the owners have the right to vote in relation to the number of shares they own. In an association, all members have one vote unless the statutes provide otherwise.

Constituent meeting
Within a board there are various roles such as, for example, the chairman, treasurer and secretary. The Chairman of the Board is always elected at the annual meeting. But other roles can be left to the Board to decide for themselves. If such roles exist, a constituent shall board meetings are held where these roles are appointed.

Board Meeting
During an fiscal year, a board shall hold regular meetings where the activities are reported and decisions are made for future activity. Often, statutes or articles of association regulate the minimum number of board meetings to be held for one year.

Ordinary members and substitutes participate in a board meeting. If an ordinary member is absent, a replacement enters as ordinary instead of the absent member. Only ordinary members have the right to vote, but all members are normally entitled to comment on the meeting. External persons can also be invited to a board meeting and this is called adjunct. Adjunct members have not voting rights.

Protocol
A protocol is a document that describes a completed meeting. The minutes are written by a protocol manager or a meeting secretary. The minutes are usually signed by the protocol manager / secretary, the chairman of the meeting and one or more adjustment persons.

Meeting minutes must also be filed reliably and may be requested at a later date by, for example, auditors and owners.

Adjustment
In order for a protocol to be legally binding, it must be adjusted. During the meeting, who or who will adjust the minutes is appointed. After the meeting is closed and the rewritten, the adjustment is carried out by the protocol managers and the adjusters signing the protocol. For urgent matters, an immediate adjustment can be decided during the meeting, which means that the decision is considered immediately adjusted.

Decision-making
A meeting point is usually initiated by the chair or another participant presenting the meeting. Then follows a discussion of the meeting point. During or after the discussion, the voting participants make different claims on decisions, for example, to approve the proposal prepared in the agenda.

If there are several claims for decision, the participants must vote on which claim that will be the decision. This is usually done by acclamation, ie oral voting where the chairman decides which decision has the greatest support. If in doubt as to which claim has the greatest support, voting can be requested. Then each of the participants with voting rights in turn order to cast their vote. The votes are then counted to determine which claim won the greatest support.

If there are more than two claims, two of the claims are put to the vote until only two claims remain to be chosen. It is the chairman who decides in what order the claims are made against each other.