The name of the association is the France-Iceland Chamber of Commerce, hereinafter referred to as the Chamber.
The domicile and venue of the Chamber is in Reykjavík and its legal position is governed by Icelandic laws.
II. OBJECT AND OPERATIONS
The object of the Chamber is to strengthen and maintain commercial relations between France and Iceland, as well as Iceland and Monaco, together with promoting co-operation and business relations between companies in both countries. In addition, to promote connections in the fields of education, culture, commerce, and politics.
In accordance with the object of the Chamber, it shall engage in the following:
- Organise meetings and conferences relating to the common concerns of the two countries.
- Organise visits for business entities between the two countries.
- Stand guard as relates to member trade-related stakeholders with regard to the French and Icelandic authorities.
- Provide direct services according to the decisions of the Board of Directors, i.e., provide information on business contacts, assist in establishing business connections between companies and distributing information that relates to the conduct of business transactions in the countries.
The following parties are eligible for membership:
- Individuals who are Icelandic, French citizens or citizens of Monaco or individuals who operate a business in those countries, as well as associations thereof.
- Honorary members invited by the Board according to these Articles of Association.
Applications for membership must be in written form. The Board shall decide whether an application is approved. Members must notify the Chamber’s office of who will act as their representative.
The Board of Directors of the Chamber can submit a proposal to the Annual General Meeting that a particular person (or persons) that has been particularly influential in strengthening the Chamber, its goals or connections between the two countries, is granted the position of honorary member. Such proposal must be approved by 2/3 of the members present at the meeting. Honorary members may attend Annual General Meetings and shall have the right to speak and submit proposals.
Resignation from the Chamber must be in writing and shall enter into effect as of the end of the year after it has been submitted. Resignations do not alter the obligation to the payment of the annual fee of the accounting year in question.
The Board of Directors may, with a 2/3 majority vote, decide to expel a member from the Chamber in special circumstances, such as in the event of serious violations regarding the interests or object of the Chamber, violations of the Articles of Association or serious violations of national laws.
IV. ANNUAL GENERAL MEETINGS
Annual General Meetings are to be held no later than 1 October each year. Calls to the Annual General Meeting are to be issued verifiably and in writing with at least 2 weeks’ notice. Calls to the meeting by e-mail and/or by notification on the website of the Chamber are considered acceptable.
All members who have paid the annual fee have the right to attend the meetings of the Chamber, submit proposals and vote.
Honorary members have the same rights as other members at the meetings of the Chamber.
The Chairman of the Board of Directors is responsible for chairing Annual General Meetings or appointing another to chair the meeting. The Chairman of the meeting appoints the Secretary of the Meeting.
The agenda of the Annual General Meeting shall be as follows:
- Report of the Board of Directors
- Election of Chairman
- Elections to the Board of Directors
- Review of the year’s finances in accordance with collected fees
- Presentation of the budget for the next year and decision on membership fees
- Amendments to the Articles of Association.
- Other business
Legitimate members’ meetings hold the supreme authority in the affairs of the Association between AGMs. Shareholders’ meetings shall be called with notice of at least seven days. Meetings may be called electronically.
V. THE BOARD OF DIRECTORS
The Board is to consist of 13 members; appointed by a general meeting of the Board of Directors for a term of two years. Six (6) of those elected to the Board shall be domiciled in Iceland, six (6) shall be from France and one (1) from Monaco. The AGM shall elect a chairman from among the 13 members elected to the board. In addition, a separate vice-chairman to the chamber must be elected in France, from among the Board Members there domiciled, and one from Iceland, from among those there domiciled. In addition, the AGM shall elect two alternates for the board who are domiciled in Iceland and two alternates domiciled in France.
Care must be taken that nationality is as equal as possible when Board members are elected. Only one member of each member association may be a member of the Board.
The Chairmanship shall be voted for specifically while other Board members shall be voted for in general. In the event that more than one person stands for election to the Board (i.e. in excess of the number required), voting shall be in writing and in one session. Each member entitled to vote may cast their vote for the number of board members required although they may also choose to vote for a fewer number of candidates. Issues shall be decided by a majority vote. In the event of an equal number of votes, lots will be drawn to decide the issue.
Members who decide to stand for election to the Board of the Chamber are to notify the Chairman or Managing Director 1 week before the advertised AGM thereto.
The company’s accounting year shall be the calendar year.
VII. AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Proposed amendments to the Articles of Association shall be submitted to the Board of Directors in sufficient time to ensure that they are included in the agenda for the AGM. Decisions on amendments are to be taken during the AGM and need the votes of 2/3 members present to be passed.
Suggestions on the winding-up of the Chamber require the same treatment as changes to the Articles of Association.
In the event of a decision to wind-up the Chamber, all clear assets must be equally divided among members.
Reykjavík, December 2020
Board of Directors