Statutes of Incorporation of Nordic initiative for Sustainable Aviation NISA

 

This is an updated and revised 2021 version of NISA's statutes originally adopted on 11 June 2014, as well as a replacement for amendments I to the NISA Statutes of 28 October 2016 and amendments II to the NISA Statutes as adopted on 15 May 2018. This updated and revised version has been adopted at NISA GA November 11, 2021

 

 Preamble

Nordic Initiative for Sustainable Aviation (NISA) has been initiated by the Founding Members as listed in the attached NISA Members document. NISA sees itself as an active Regional Nordic association running a project for the promotion and development of a sustainable aviation industry, with a specific focus on sustainable fuels and propellants for the aviation sector.

 

The Association is committed, in particular, to facilitate and strengthen the conditions under which aviation can obtain commercial and continuous access to sustainable aviation fuels and future energy solutions. The Members see the formation of NISA as an efficient way to promote the development of such solutions with focus on the Nordic region.

 

The association is a nonprofit organization and is not foreseen to be financially or direct involved in production activities unless specifically having obtained beforehand the authorization by its Board and the General Assembly.

 

Article 01 - Name, registered office

The Association’s name shall be Nordic Initiative for Sustainable Aviation (NISA)

 

The registered office and administration was initially at the Copenhagen Cleantech Cluster located: Nørregade 7B, 1165 Copenhagen, Denmark. From 2015 at Danish Industry Confederations, Vesterbrogade 1L, 1620 Copenhagen, Denmark

 

Article 02 - Purpose of the association

The aviation industry is committed to become more sustainable and achieving net carbon neutral growth. This includes reducing its GHG footprint. At present, and for many years to come, there is a great need for liquid fuels.

 

For stakeholders in the Nordic countries, this could offer major opportunities to develop, provide and use these sustainable fuels. The main challenge is to pass from the current very few producers and test and demonstration phase to a larger commercial-scale rollout of sustainable aviation fuels. Future sustainable solutions can only be achieved through a close cooperation between relevant stakeholders and by facilitating and coordinating these opportunities in a way that ensures that synergies are in fact achieved and obstacles have been overcome. It also includes the development and roll-out of electric, hydrogen and hybrid aircraft.

To move these intentions and demands forward, steps are required to coordinate initiatives at different maturity levels (R&D, approval, demonstration plants, airport integration) as well as involving different parts of the supply chain: Investments into production facilities, feedstocks, innovative developments, logistics, distribution, , demonstration plants, customer relationships, and the like.

   

The initiatives of NISA are likely to positively affect a transition to cleantech development and contribute to the creation of jobs and knowhow within the area, thereby strengthening the market position for parties involved and society overall.  

 

Article 03 - Objectives of the Association: NISA is committed to achieving the following objectives:

 

• Studies to establish a knowledge base for future decisions on the production and delivery of sustainable jet fuel in the Nordic region.
• Helping catalyzing and promoting pilot projects covering the value chain for sustainable aviation fuel, electrification, hybrid and hydrogen.
• Participate in Catalyzing the development of far-reaching energy solutions for aviation in the Nordic region.
• Contribute to ensure the Nordic region as a minimum meets its share of EU decided sustainability goals and plans for the aviation sector.

 

Article 04 - Aviation Stakeholder Network:

The association shall work with multi-stakeholder network that represent the entire supply chain and includes the entire aviation sector, fuel- and technology producers, suppliers, investors, researchers, NGO’s, politicians etc.

 

Its objective is to ensure:

• Participation in national/regional fora and agree to promote and encourage the development of sustainable alternative aviation fuels and propellants
• Communication to own stakeholders of the sustainable aviation agenda
• Maintaining and developing the national, Nordic, and international agenda with focus on sustainable solutions for the aviation sector

 

The association will organize seminars and workshops to promote a continuous and developing dialogue. It is pivotal that NISA constantly works towards strengthening its relations and cooperation opportunities. The Project Manager/administration shall:

• Map/update stakeholders from the whole supply chain on nationally, Nordic and globally level
• Focus on developers, producers, and suppliers
• Share information and point out potential ways forward, - and obstacles
• Forward information and participate in dialogues on agreements and more
• Identify synergies and collaboration possibilities
• Initiate, and/or participate in, relevant meetings, projects, and activities

 

Article 05 - Legal form and business year

NISA is a “not-for-profit association”, registered as such under the CVR number 35362789, subject to Danish legislation.

 

The business year shall be the calendar year. The Association becomes active as from November 1st, 2013.

 

The organization is intended to work with its objectives and activities until otherwise decided by its members at the general assembly of the organization l.

 

Article 06 - Organization

The association's overall governing body is the General Assembly which takes place once a year during October or November. The General Assembly elects the association's Board. The Board appoints the association's Project Manager who, together with other representatives from the Board, on a daily basis is responsible for budget, personnel, activities etc.

 

The association is financed by its full members and associate members and will also apply for public and private funding for realizing its projects as needed. Full membership is for actors of the aviation sector. Associate membership is for stakeholders with interest and/or expertise in sustainable fuel such as producers, technology providers, suppliers, investors, advisors, researchers, NGO’s, politicians etc.

 

Article 07 - Membership

The association is composed of,

 

1. Full Members,
2. Associate Members
3. Honorary Members.

 

The Board can define any other membership category, including its rights and obligations, by a decision taken pursuant to Article 09 and following of these statutes. Only Full Members are entitled to vote in the General Assembly and only companies and organizations from the core aviation sector can be full members.

 

NISA membership, full or associate, is open to companies, organizations, institutions, NGO’s etc, taking an active part in the efforts to obtain a sustainable aviation industry, as well as supporting the sustainable aviation industry.

 

Actors who share the association's goals and ambitions can be associate members. It may for example be producers, suppliers, politicians, investors, NGO’s, consultants, research institutions and universities.

 

Honorary members are such persons or organizations that the Board deem valuable for the association. The Board has the authority to appoint one or more Honorary Members.

The association wishes to involve and cooperate with stakeholders from academia, universities, students, researcher’s, institutes, and others.

 

NISA board is informed about new members who meet the above. Others are submitted to the Board of for approval

All Members are allowed to participate in meetings, events, or any other activities within the association.

 

Article 8 - Resignation and exclusion
Members may terminate membership in the association at any time.  Any such termination will be effective immediately upon receipt of written notice thereof by the Board.  However, if less than six (6) months’ notice is provided, the Member must still pay next year’s dues if unpaid. Members will not be entitled to any refund of dues upon membership termination.      

Leaving the association must be made in writing to the Board. For the sake of the budget paying members have 6 months’ notice. Non paying members can resign with 3 months’ notice in writing to the Board.

 

Resigning members are not entitled to refunds of any share of assets or contributions given to the association.

 

The Board may by 2/3-majority make the decision to exclude a member.

 

In any case, the Board will submit a report of the proceedings at the general meeting for approval

 

Article 9 – Membership fee

Members pay an annual membership fee according to rules defined by the general assembly.

 

Membership fees as per November 2013 are listed in annex 1.

 

Members are obliged to inform NISA on billing address. Membership fees must be settled according to the terms of payment listed on the invoice.

 

Article 10 - General Assembly

An annual General Assembly will be held during the October or November each year.

 

The agenda shall include, amongst other items: 

1. Election of moderator
2. Project Manager report and Work in progress
3. Approval of audited accounts for the previous year
4. Approval of budget and membership fee
5. Election of board members
6. Election of internal auditor
7. Proposals and decision on further plans and initiatives
8. Any other business

 

Full members shall have one vote at the assembly. Decisions shall be adopted by simple majority of votes of the members present. In the event of a tie in the votes, the proposition is deemed to have been voted down.

 

For resolutions referring to changes to the statutes, the fees, dissolution of the association and the purposes of the association, 2/3- of the votes cast shall be necessary.

 

The General Assembly must be announced and called in writing at least 4 weeks in advance.  Proposal for the agenda must be submitted at least one week before General Assembly.

 

An extraordinary general assembly may be convened if 2/3 of the full members in writing expressing the desire or may be initiated by a majority of the Board members.

 

Article 11 – Dissolution of association

The dissolution of the Association shall be adopted by the General Assembly according to the rules stated in article 10. The General Assembly decides on the termination of the association’s activities and its assets.

 

Article 12 - The Board

The Board is elected by the Full Members. The Board is composed of at least five members, nine at the most, and chosen among its paying Full Members.

 

The Board is appointed for a one-year period. Board Members can be re-elected to the Board and will not automatically be required to stand down.

 

The Board appoints a chairman among the board members.

 

The work of the Board members remains on an honorary basis and gives no right to any remuneration, unless otherwise decided and approved by the General Assembly.

 

In case of a resignation of a Board member, the Board can appoint a substitute member to be confirmed at the next General Assembly.

 

The Board is only allowed to deliberate if the majority of the members are present. Decisions are taken at the absolute majority of the attending members’ votes. In the event of a tie in the votes, the proposition is deemed to have been voted down. Decisions taken are recorded in statements signed by the Project Manager and the Secretary.

 

Members of the Board are allowed to mandate, by powers of attorney, one of their colleagues to represent them at a Board meeting; one member is not allowed to represent more than one colleague.

 

The board appoints a Project Manager for the project. The Project Manager is employed for the project and participates in board meetings. The Project Manager is responsible for day-to-day management of the association under the direction of the Board. The Project Manager and/or the chairman prepares and calls in to Board Meetings. The Project Manager is employed to an extent that can be financed by NISA's annual budget, which can be income via membership fees and any other added project funds. The detailed tasks of the Project Manager are listed in Annex 2.

 

The Board shall be responsible for overseeing and approving the association’s activities-, time-, and budget plan as well as duties are performed in line with purposes and tasks for the association.

 

Members of the Board meet at least twice each year.

 

Employment Rules follows the Salaried Employees Act provisions (Funktionærlovens bestemmelser).

 

Each board meeting plans and sets the date for the next board meeting.

 

The board can invite other participants to board meetings, but without voting rights. this also applies, for example, to honorary members

 

Article 13 - Provisions to bind the association
NISA is signed by and may incur contractual liability only upon the signatures of two people being combination of:

• The Chairman and Project Manager
• The Project Manager and a Board Member
• The Chairman and another Board Member

 

Article 14 - Accounting and auditing
The financial year is the calendar year.

 

The first financial year is 14 months due to NISA upstart by November 2013. The financial statements must be prepared in accordance with generally accepted accounting principles.

 

The General Assembly elects an independent auditor to audit the accounts. .

 

Article 15 -Budget and financing

The first NISA budget period starts November 1^st 2013.

 

Membership fee for 2013 covers a two-month period pro rata. Hereafter membership fees cover the calendar year.

 

The association's budget covers salaries for staff and costs for premises and administration, telephone and data devices, travel and any fees paid to outside consultants, report writing etc.

 

Financing of the association's activities are conducted within the framework of the association's own budget.

Member’s participation in meetings and projects shall be at own cost.

Employee salaries and consultant fees shall be in line with corresponding positions/previous salary, all regulated by the Board and transparent to the General Assembly. Current expenses for seminars, website, travel, data devices, per diem etc will be handled in accordance with applicable standards.

 

Article 16 - Minutes

The proceedings and decisions of the Board and the General Assembly shall be recorded in writing and made available for all members.

 

The minutes shall indicate the place, time, and the participants of the meeting as well as the respective ballot results and decisions.

 

The Project Manager submits agenda to Board meetings with 8 days’ notice, as well as any supplementary materials no later than two days before the meeting date.

The minutes shall be approved by Board Members present and signed (electronically also valid) by the Project Manager and the Chairman.

 

 

Annex 1: Membership fees as per October 2013

 

1. Full Members:

• Larger airlines, airports and aircraft/engine manufactures are expected to contribute with € 3.500. - in annual fees unless otherwise accepted by the Board
• Commercial and other members, smaller airlines, airport providers, Air Traffic Management, confederations etc, are expected to contribute with minimum € 1.000 in annual fees. Very small organizations / companies, other individual membership fees can be agreed
• Authorities and public agencies are welcome with financial contributions, but it is not a prerequisite for membership.

 

1. Associate members:

• Commercial associate members are expected to contribute with an individually agreed amount considering size and involvement in the aviation industry.

NGO’s, universities, and other noncommercial members are not expected to contribute financially. However, there may be situations where the circumstances justify membership payment for this category as well

1. Honorary Members:

• Honorary members do not pay membership fee.

 

All members (except honorary members) undertake to assist with a number of (in kind e.g., 50-100) hours/year.

 

 

Annex 2

 

Project management and administration of NISA and project funds

The Project Manager is responsible for the day-to-day management under the supervision of the Board. The project Manager convenes board meetings, draws up agendas, organizes and participates in board meetings.

Addition approved by GA on November 26th 2024: 

The Project Manager at any time may be issued a payment card for the association's account. The card is used for payments of current expenses, where this is easier than through double bank authorization. An issued card is deleted when the Project Manager changes.

 

- The duties of the Project Manager shall also be:

 

• Carrying out the duties stated in joint/distributed papers, plan, and applicable materials 2013
• Responsible for the daily work, subprojects and income/expenses related to this
• Managing any independent and external consultancy assistance
• In case of recruitment the Project Manager designates staff in collaboration with one or two Board Members
• Initiate Nordic studies and establish a knowledge base for activities related development, production, and delivery of sustainable aviation fuel in the Nordic region
• Initiating and/or participate in relevant projects and/or activities in collaboration with producers, suppliers, research institutions, universities, students, and other stakeholders
• Coordinating and supporting works and initiatives carried out and/or initiated by network partners
• Ensuring dialogue meetings with all members and stakeholders
• Managing events, network meetings, seminars, stakeholder activities etc
• Performing ad hoc administrative tasks
• Regularly report to the members and public on the NISA homepage and LinkedIn NISA Group
• Reporting to financial/funding institutions