Norðurslóða viðskiptaráðið – Statutes

Statutes for the Icelandic-Arctic Chamber of Commerce

I. NAME 

Art. 1

The name of the association is The Icelandic-Arctic Chamber of Commerce (IACC), hereinafter referred to as the “Chamber”. The Chamber’s domicile is in Reykjavik and its legal status is subject to Icelandic law and jurisdiction.

II. OBJECTIVE AND FUNCTION 

Art. 2

The objective of the Chamber is to promote and maintain commercial links between Iceland and other Arctic States so that Icelandic companies can compete for commercial related opportunities in the Arctic, and also further ties in the fields of education, culture, environment and politics.

Art. 3 

In accordance with the Chamber’s objective it shall i.e. undertake the following:

a) Guard the commercial interest of its members in respect of the Arctic.

b) Organize meetings and conferences concerning common matters on commercial opportunities in the Arctic.

c) Organize visits by parties within the business community in the Arctic States and other interested parties.

d) Work with governments, universities and other relevant parties in Iceland and abroad, e.g. to co-ordinate commercial related matters with regards to the Arctic.

e) Render direct services as decided by the Board, i.e. providing information about business contacts, assisting in establishing links between companies and distributing information relating to commerce in the two countries.

III. MEMBERS 

Art. 4

Those may become members of the Chamber:

a) Legal persons established or having considerable portion of their business operations in the Arctic States, as well as organizations formed by such entities

b) Individuals being citizens in the Arctic States or individuals operating a business in those States, as well as organizations formed by such individuals.

c) Others who the Board considers in accordance with the objective of the Chamber. In case of membership of a legal person or an organization a notice shall be given to the Chamber of who shall represent the membership on behalf of that legal person or organization and of amendments to that arrangement.

Art. 5 

Membership of the Chamber must be applied for in writing. The Board of the Chamber will decide on membership and the Board puts forth proposals on the annual membership fee before the Annual General Meeting.

Art. 6 

Withdrawal from the Chamber shall be in writing and shall take effect at the beginning of the year following its receipt. A withdrawal has no effect on a member’s duty to pay the annual fee for the current year.

Art. 7 

The Chamber’s Board may by the means of two-thirds of votes’ decide to dismiss a member from the Chamber under exceptional circumstances, such as serious violation of the Chamber’s interests and objectives, violation of its Statutes, non-payment of annual fee or serious breach of national, legislation.

IV. ANNUAL GENERAL MEETING AND GENERAL MEETINGS

Art. 8 

The Annual General Meeting of the Chamber shall be held no later than June each year. The Annual General Meeting shall be called in a proper manner with at least 2 weeks’ notice in writing. Notice via email and / or entry on the Chambers web site is considered sufficient notice. The Chamber’s Board may call a General Meeting of the Chamber with at least 2 weeks’ notice. An Agenda, in accordance with art. 11, shall be sent with the notice of a meeting together with motions to amend the Statutes if any. A meeting is valid if a notice has been duly given in conformity with the Statutes.

Art. 9 

All members who have paid the annual fee are entitled to attend the Chamber’s meetings, submit motions and cast votes. Each member has one vote. A member is entitled to appoint a proxy to attend and to vote instead of him, but a proxy may, however, not represent more than 5 members. Votes shall be cast by a show of hands, unless a written poll has been specifically requested.

Art. 10 

The Chairman of the Board shall chair meetings of the Chamber or nominate a special Chairman for the meeting. The Chairman of the meeting shall nominate a secretary for the meeting. Minutes shall be kept of the proceedings of the meeting and these shall be signed by the Chairman for the meeting and Secretary of the meeting and sent to the members.

Art. 11 

The Agenda of an Annual General Meeting shall be as follows:

1. Report by the Board.

2. Annual Accounts.

3. Introduction of the budget for the next financial year and determination of annual fee for (1) individuals, (2) small corporations and (3) large corporations. 2/2

4. Election of a Chairman

5. Election of Board members

6. Election of an Auditor.

7. Amendments to the Statutes.

8. Any other business. It is permissible to alter the order of items on the Agenda with the approval of the Annual General Meeting. V. The Board

Art. 12 

The Chamber’s Board consists of a Chairman and 6 Members who shall be elected at a General Meeting for a term of two years at a time in such manner that the Chairman and 3 Board Members be elected every other year and 3 Board Members during the alternative year. Membership of the Board is personal. A Chairman shall be elected separately but other Board Members shall be elected in one vote. In case there are more people offered for election than the number of vacant seats votes shall be taken in writing and cast in one lot. A voter may cast votes for as many candidates as there are seats available on the Board, but it is permitted to vote for a lesser number of candidates. The number of votes will determine the results, but in case of equal votes lots shall be drawn to decide the issue. A newly elected Board shall elect a Vice-Chairman and further detail duties among themselves.

Art. 13 

The Chamber’s Board holds supreme power in its affairs between General Meetings. The Board shall meet when required and the Chairman so decides. If a member of the Board requests a meeting his request shall be acceded to and a meeting called. Meetings of the Board shall be called in a proper manner with at least one week’s notice in writing, unless there is an urgent necessity for an alternative arrangement. Notice sent via email would suffice as a notice in writing. The Board is competent for making decisions if at least 4 Board Members attend a meeting. A simple majority decides on issues. In case of even votes the Chairman’s, vote will decide the issue.

Art. 14 

The Chamber’s Board has the authority to engage an Executive Secretary to undertake the Chamber’s daily business. The Executive Secretary shall be entitled to attend all meetings of the Chamber, unless the majority of those attending a meeting decide otherwise.

Art. 15 

The Chairman of the Board and the Executive Secretary are authorized to commit the Chamber by means of their signature. In case an Executive Secretary has not been engaged the Chamber will be bound by the signatures of the Chairman or Vice-Chairman and one more member of the Board.

V. FINANCIAL AFFAIRS

Art. 16 

The Chamber’s fiscal year extends from 1 January through 31 December each year.

Art. 17 

Accounts shall be audited by a Chartered Accountant in accordance with the decision of an Annual General Meeting. The accounts shall be submitted for approval at an Annual General Meeting.

VI. AMENDMENTS TO THE STATUTES 

Art. 18 

Motions for amendments to the Statutes shall be received by the Board in time so that these may be announced in the notice of a meeting of the Chamber. A decision on amendments to the Statutes shall be made at a meeting of the Chamber and for a motion to be passed at least two-thirds of those attending must approve of it.

Art. 19 

Motions to dissolve the Chamber shall be subject to the same procedure as motions for amendments to the Statutes. In case a decision to dissolve the Chamber is approved a meeting of the Chamber shall also determine in which manner the net assets of the Chamber shall be appropriated. Upon such a decision the Chamber’s asset should in principle be passed to one or more organizations with similar objectives. A meeting of the Chamber shall also elect a Committee of Administrators to finalize the Chamber’s liabilities and appropriate the assets remaining in conformity with the decision by the meeting.

VII. Temporary Provision

At the establishment meeting on 14 August 2013, the Board will be elected in such manner that 9 Board Members are elected until the next Annual General Meeting and the Board will delegate further duties among themselves. At the General Meeting in 2014 an election of 3 Members of the Board shall therefore take place. Art. 9-12 will apply in all other aspects of the elections. The Board is authorized to set the member’s annual fees until the next Annual General Meeting. The fees´ shall reflect the commercial turn-over of members and be in line with annual fees of other comparable chambers.

The present Statutes were approved at the establishment meeting of The Iceland Arctic Chamber of Commerce in Reykjavík 2103, with amendments approved at the Annual General Meeting 2014, Annual General Meeting 8 June 2018.