Statutes
Statutes
Articles of Association of the Icelandic Financial Services Association
Art. 1
Name
The name of the Association is the Icelandic Financial Services Association. Its domicile, office and legal venue shall be in Reykjavík.
The name of the Association in Icelandic is Samtök Fjármálafyrirtækja, abbreviated SFF.
Art. 2
Objective
The objective of the Association is:
- to serve as spokesman for financial undertakings and represent their interests;
- to promote a competitive operating environment for financial undertakings in Iceland;
- to take part in promoting the interests of financial undertakings internationally;
- to increase understanding of the importance of financial undertakings for the Icelandic economy.
Art. 3
Membership
General membership
Undertakings licensed to operate under the Act on Financial Undertakings or Act on Insurance Activities are eligible for Association membership.
For the purpose of these Articles, “Financial undertakings” shall mean undertakings requiring authorisation as provided for in the first paragraph and regulated by the Icelandic Financial Supervisory Authority (FME).
Branches of foreign financial undertakings in Iceland, which are licensed in their home state to carry out activities referred to in the first and second paragraph, are also eligible for membership.
Associate membership
Foreign financial undertakings holding a valid license [in their home state] to provide services in Iceland without an establishment are eligible for associate membership.
Application Procedure
Undertakings seeking membership shall send a written application to this effect to the Board. The application must be accompanied by a copy of the undertaking’s Articles of Association, its most recent annual financial statements and information on its area of operation.
The Board of Directors shall examine the application at the next meeting following receipt of an application for membership, take a decision on the matter and inform the applicant of the outcome in writing. If an application is refused the applicant may, within one month, request that the Board’s decision be referred to a general meeting. Such a meeting must be held within two weeks of the Board’s receipt of a request to this effect from an applicant.
Art. 4
Confederation of Icelandic Employers
SFF is a member of the Confederation of Icelandic Employers (SA). SFF’s member undertakings are also SA members. Associate members are not SA members.
Membership in SFF involves direct membership of SA and the rights and obligations provided for in the Confederation’s Articles of Association.
The Confederation of Icelandic Employers negotiates collective bargaining agreements on behalf of SFF’s member companies, other than those who have limited their membership to SA’s service section.
Art. 5
Resignation or expulsion
Notice of resignation from SFF shall take effective at the end of the current year. Notice in writing must be sent to the Board of the Association by the end of June. Members may neither resign nor exit from the Association during a labour conflict concerning the undertaking or member association.
The Board of SFF may expel a member failing to comply with the provisions of these Articles of Association or the Association’s legitimate decisions. The undertaking may request that the Board’s decision be referred to a general meeting. Such a meeting must be held within two weeks of the Board’s receipt of such a request.
Resignation or expulsion does not relieve an undertaking from its obligation to pay membership fees or other obligations.
Art. 6
Annual General Meeting
The Association’s Annual General Meeting (AGM) is the supreme authority in its affairs. The AGM shall be held before the end of April each year. The AGM must be announced by the Board in a letter to member undertakings or by other verifiable means with at least seven days’ notice.
An AGM shall be duly constituted if it has been lawfully announced, regardless of attendance.
The following items shall be on the agenda of the AGM:
- Report from the Board on the past year of operation
- Motion to approve the annual financial statements
- Election of directors and alternates
- Election of auditor
- Amendments to the Company’s Articles of Association
- Other business
Executives of member undertakings and employees of the Association shall be entitled to attend the AGM and other general meetings with right to speak and make proposals. The Board may also invite other parties to attend.
Art. 7
Decisions
At the AGM and other general meetings questions shall be decided by a simple majority unless expressly stated otherwise in these Articles. If a written ballot is requested, voting shall be held in such manner.
The Board shall have a list of voting members, effective as of 10 March, prepared each year based on annual fees calculated as provided for in Art. 13. Every ISK 1000 in annual fees assessed shall entitle a member to one vote.
A list of voting members shall be available for inspection at AGMs and general meetings.
Art. 8
General Meetings
General meetings shall be held as often as the Board deems necessary. However, the Board must always announce a general meeting within two weeks of receiving a request from a director, more than one member undertaking or if provided for by the Articles of Association. A general meeting shall be announced with a minimum of three days’ notice. In other respects, announcements must be made in the same manner as for AGMs.
Art. 9
Board of Directors
The Association’s Board of Directors shall be comprised of nine persons elected at its AGM for a two-year term. Nine alternates shall be elected at the same time. At its first meeting following the AGM, the Board shall elect a chairman and vice-chairman from among the directors. No remuneration is paid to directors.
Members must announce their candidacy for a post as director no later than 48 hours prior to the commencement of the AGM.
Art. 10
Duties of the Board of Directors
The Association’s Board is the supreme authority in its affairs between AGMs. It shall prepare matters for the AGM and other general meetings. The Chairman shall call Board meetings. Board meetings are legally constituted if attended by a majority of directors.
At Board meetings, each director shall have one vote and questions shall be decided by a simple majority.
Decisions on participation in joining international interest promotion efforts shall be taken by the Board following motions by the member undertakings with interests at stake in such projects.
The Board shall appoint a representative to the SA members’ council.
Art. 11
Managing Director
The Board shall engage a managing director to direct the Association’s tasks. The managing director shall be entitled to attend all Association meetings with the right to speak and make proposals. The Board shall determine the managing director’s terms of employment.
The managing director shall hire office personnel. In connection with day-to-day operations, the signature of the managing director shall be binding upon the Association.
Art. 12
Annual financial statements and auditing
The Association’s accounting year shall be the calendar year. The Board must have annual financial statements drawn up for each accounting year.
Art. 13
Budget and annual fees
Members of the Association must, no later than 10 March each year, send information to the Association’s office concerning their equity and total salaries paid in the last accounting year.
The Board of the Association shall approve its budget for the current accounting year.
The cost of the Association’s activities each year shall be divided between undertakings which are general members in proportion to their relative total salary payments and equity the preceding year, with salary payments determining 7/10 of the payment and equity 3/10. No member undertaking shall, however, pay more than 25% of the annual cost.
The Board shall determine the minimum annual fee as well as a fixed fee paid by associate members.
The Board shall set the due date for payment of annual fees.
The Association’s office may obtain the information necessary to determine annual fees.
The Association’s office may also require associate members to pay the cost of specific projects carried out at their request.
Art. 14
Amendments to the Company’s Articles of Association;
Motions to amend these Articles of Association must be sent to the Board, which will submit them to the AGM or general meeting. They must be received no later than one week prior to the meeting and shall be placed on the agenda. A majority of 2/3 of votes cast is required to amend the Articles of Association. The same shall apply to a motion to wind up the Association. Should an AGM or general meeting decide to wind up the Association, this meeting shall also dispose of its assets and liabilities.
Art. 15
Entry into Force
These Articles shall enter into force on 1 January 2007.
Temporary provision 1
Notwithstanding Art. 13, the apportioning of costs for 2007 and 2008 shall be such that insurance companies shall pay 15% of the total cost of the Association’s activities, to a maximum of ISK 15 million, however, with this amount determined in proportion to their own premiums. The remaining amount shall be apportioned among other member undertakings as provided for in Art. 13 of the Articles.
The weighting of votes, as provided for in the second paragraph of Art. 7, shall be calculated based on annual fees paid in accordance with this provision for 2007 and 2008.
Temporary provision II
The term of office of the Board elected at a general meeting of the Association on 7 November 2006 shall expire in the spring of 2008.
Thus adopted at a general meeting of the Icelandic Financial Services Association in Reykjavík on 7 November 2006.
