Articles of Association

Articles of Association of the Icelandic Adoption Society 
Agreed at the Annual General Meeting of the Association, 9^thMarch 2017

Article 1 
Name of the Society 
The name of the organization is the Icelandic Adoption Society.  Its address and legal venue is in Reykjavik, Iceland. 

Article 2 
Objectives of the Society 
The objective of the society is: 
• To act as an intermediary in inter-country adoptions with the objective that the best interests of the child be paramount, in keeping with the United Nations Convention on the Rights of the Child and the 1993 Hague Convention on Protection of Children and Co-operation in Respect of Intercountry Adoption. 
• To promote welfare and rights of adoptive families. 
• To assist persons who wish to adopt children from other countries. 
• To provide education for members of the society in the form of seminars, courses and lectures.
• To promote equal rights for all, irrespective of origin. 
• To enhance society’s and the government’s knowledge and understanding of adoption and its benefits for the child and the adoptive family. 
• To promote the wellbeing of children in accord with the United Nations Convention on the Rights of the Child and the 1993 Hague Convention on Protection of Children and Co-operation in Respect of Intercountry Adoption. 

Article 3 
Payments
The society is a non-profit organization and can only make payments to humanitarian causes, apart from necessary payments relating to the cost of the adoption of a child to Iceland. 

Article 4 
Membership 
The members of the society are individuals who join the society and pay a membership fee. Parents can enroll their children, who pay half the adult membership fee. 
The Board may determine that a person who does not comply with the Society’s Articles of Association be removed from the membership register.  

Article 5 
Final authority in the Society
Final authority in the affairs of the society rests with lawful meetings of the membership.  

Article 6 
Board 
The Board of the society shall comprise seven people: a President, Vice-President, and five other members. The Board members are elected by a majority vote. In the case of a draw, another vote shall be cast between/among the relevant candidates. Should the result again be a draw, lots shall be cast. If there is only a single candidate, he/she shall be deemed elected by default, without a secret ballot. A Board shall be elected each year at the Annual General Meeting or an Extraordinary General Meeting. Elections shall be held each year for part of the Board, for a term of two years: three one year, and four the next year. 
The members of the Board divide responsibilities among themselves.  
The members of the Board shall include a physician and a lawyer. Failing this, the Society’s Board shall, in consultation with the Ministry of the Interior, appoint a consulting physician and/or lawyer. Board members shall have knowledge of matters concerning adoption of children from abroad. The Board appoints a chartered accountant or accountancy firm as auditor. 
Board meetings are called and chaired by the Chair of the Board. 
A Board meeting is deemed lawful if attended by a majority of the Board. 
The Board handles all the affairs of the society between General Meetings. 
Board members, employees and others who may work in the interests of the Society are subject to an obligation of confidentiality in regard to anything of which they become aware regarding people’s private lives in their work for the Society. The duty of confidentiality remains in force after their work for the Society ceases. 
Board members, employees and others who may work in the interest of the Society may not take part in the administration of an adoption case if they, or people close to them, are parties to the case. 
Should a situation arise concerning a board member of such nature that his/her continued position on the board is not compatible with the Society´s interests or operations, the board may decide to remove him/her from the board. Such a decision shall be taken by voting at a board meeting. If a board member is removed from the board following a vote, he/she can refer that decision to the General meeting. Can the board then hold an extra General meeting according to article 7 and shall convene such a meeting within 14 days of the board member´s claim being made available.  
A board member is considered to be on leave from the board until a decision is made at the General meeting or an extra meeting, as the case may be.
A board member targeted for expulsion shall be given the opportunity to comment on the matter before the board makes a decision. In other respects, he/she shall deviate from the proceedings and is not permitted to take part in the voting by the board.

Article 7 
Annual General Meeting 
An Annual General Meeting shall be held in March each year.  The meeting shall be called by a letter or other provable means, giving at least three weeks’ notice.  
An Extraordinary General Meeting may be called, in the same manner as an Annual General Meeting under para. 7. 
The agenda of the Annual General Meeting shall include the following: 
- Board’s report on the status of the society and its operations for the last operational year. 
- The Financial Statements of the Society for the last operational year, along with the Auditors’ report, shall be submitted for approval. 
- Election of the Board.
- Determination of the annual membership fee. 
- Amendments to the Society’s Articles. 
- Discussions and voting on other issues lawfully tabled.  

The Ministry of the Justice shall be notified of changes to the Board of the Society within 14 days.     
The Board shall have received written proposals for amendments to the Society’s Articles no later than January 31 of each year and these shall be specified in the notice of the meeting. 
Declarations of candidacy for the board shall be made in writing to the Society’s office at least two weeks before the Annual General Meeting.  

Extraordinary meetings shall be held upon the decision of the Board or by a demand of the Auditor or two-thirds of the members of the Society.  Such meetings shall be called in writing with at least a two weeks’ notice. The notice of the meeting shall specify the reason for the meeting.  

Article 8 
Managing Director
The Board of the Society appoints a Managing Director and determines his/her terms of employment.  The Board also grants power of procuration for the Society. 

The Managing Director handles the daily operations of the Society and represents the Society in all matters relating to daily operations.  The Managing Director shall provide Board members and Auditors with all information on the Society’s operations that they may request, which must be divulged according to law.  

Article 9 
Service 
Members have priority to the Society’s services. Applicants undertake to comply with the rules of the Society with respect to adoption applications.   

Article 10 
Right to vote and stand for office – register of members 
Only fully paid-up members have the right to vote at Society meetings and are entitled to stand for office in the Society. Children who are on the register of members at the request of their parents, paying half the adult membership fee, cannot stand for office, nor vote at meetings of the members.  

Article 11 
Accounts 
The Society’s fiscal year shall be the calendar year. Financial Statements shall be prepared regarding the Society’s adoption work and other activities. The Financial Statements shall be examined and signed by a certified public accountant.  The signed original copy shall be sent to the Ministry of Justice in accord with the Regulations on adoption societies.   

Article 12 
Amendments  
These Articles can be amended only at an Annual General Meeting or Extraordinary General Meeting under para. 2 art.7, with the approval of two-thirds of those present at the meeting, or an enhanced majority of the members of the society.  All amendments to the Articles shall be submitted to the Ministry of Justice before they are deemed finally approved.  

Article 13 
Dissolution of the Society 
Only a meeting of the membership can decide to dissolve the Society.  That requires the approval of two-thirds of those present at the meeting or an enhanced majority of the members of the society.  

A meeting of the Society that decides to dissolve it shall make a decision on the distribution of assets and payments of debts.  
The Society’s assets may be disposed of only for charitable purposes.