People's Association of Iceland, id. 420169-6209, to a home at Guðrúnartún 1, 105 Reykjavík (hereinafter referred to as "ASÍ") and BSRB, id. 440169-0159, address at Grettisgatu 89, 105 Reykjavík, (hereafter collectively referred to as "members") agree as follows:
INSTITUTION AGREEMENT AND CONSENT
VÁRDA – LABOR MARKET RESEARCH INSTITUTE
1. INTRODUCTION
1. 1 The parties have reached an agreement to carry out a collaborative project whose guiding principle is to promote research and teaching in the field of the labor market, social and economic affairs, cf. agreement dated October 14, 2019. The common goals of the organization are to develop knowledge about living conditions, to build bridges between the academic community, the research world and the labor movement, as well as to encourage independent research that has significance for workers. The founding agreement and these bylaws are intended to define the cooperation of the parties in more detail, to stipulate their rights and obligations and to define the manner in which the cooperation shall be carried out.
1.2 The cooperation of the parties on the basis of this agreement shall not be for financial purposes and the operating surplus shall not be allocated to the founders or other parties involved in the company. Operating surplus shall only be used for the company's future projects. The project is financed by the membership fees of its founders, i.e. ASÍ and BSRB, and depending on the circumstances the membership fees of more parties that will join the association in the future.
2. FOUNDERS, FOUNDATION CONTRIBUTIONS AND OTHER CONTRIBUTIONS
2.1 The founders of the company are the People's Association of Iceland (ASÍ), id. 420169-6209, to the home at Guðrúnartún 1, 105 Reykjavík and BSRB, id. 440169-0159, to the home at Grettisgatu 89, 105 Reykjavík.
2.2 The founding contribution of each founder is ISK. 1,000,000 or a total of ISK. 2,000,000 NOK.
2.3 The company's board of directors can approve the membership of more parties to the company with additional contributions, and for this the approval of all board members is required, cf. provisions of Article 4
2.4 As a general rule, the association will be financed by membership fees of the founding members and, depending on the circumstances, other parties to the association, donations from the founders, grants, 136bad5cf58d_ advertising revenue or, as the case may be, other donations.
3. OBJECTIVES
3.1 The aim of the association is to promote and create a platform for research and teaching in the field of labor market, social and economic affairs. It is therefore intended to develop knowledge of living conditions and is an important part of enforcing the policy of the entire union of workers and thus laying the foundation for the development of discussions on improved conditions. Through education and the publication of material, workers' organizations are strengthened and their potential to influence the conditions and living conditions of workers. The role and aim is therefore mainly to:
(a) (a)_cc781905-5cde-3194-bb3b-186_badcf5 social and economic affairs.
National and international researchers participating in the collaboration
(c) Skapa rannsóknaaðstöðu fyrir freelance academics and young researchers who care
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ projects run by the organization.
(d) Veita nemendum í research study facilities and equipment for research activities and provide students
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ training and experience in scientific methods by giving them the opportunity to work
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ research work by the collaborative project whenever possible.
(e) Að veita fræðilega advice and information.
(f) Að standa for the publication of material, collect and make available the research of others on the same
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ stuff
(g) Að standa fyrir dissemination of knowledge through research, courses, lectures, conferences and
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ seminars
(h) Að sinna öðrum projects in the field of labor market studies according to the board's decision from time to time
4. CORPORATE GOVERNANCE
4.1 The board appoints five principal members for two years at a time. Two board members come from ASÍ, two from BSRB and one research expert in the company's research department, who is appointed according to an agreement between ASÍ and BSRB.
4.2 The gender ratio in the board must be as equal as possible. The board itself divides tasks, but at least a secretary must be elected who must also be vice-chairman and treasurer.
4.3 The board makes strategic decisions for the company and follows its goals. The board manages the company's finances and is responsible for them towards the ASÍ central board and the BSRB board. The board decides on matters of doubt that may arise regarding the company's internal operations.
4.4 The board can authorize individuals and research groups to work on projects organized by the association. The board must make a budget at the beginning of each year.
4.5 The signatures of the majority of the board bind the company. The board of directors can grant power of attorney on behalf of the company.
4.6 Board meetings must be called at least three days in advance. The chairman calls a board meeting if a board member or its manager wishes. The agenda of the meeting must be stated in the meeting notice.
4.7 Board meetings are legal if the majority of the board attends the meeting. However, an important decision must not be taken without all board members having had the opportunity to discuss the issue, if at all possible. The strength of votes determines the processing of cases.
4.8 Minutes of board meetings are kept and the board members present must confirm the minutes with their signatures.
4.9 The Board of Directors shall adopt rules of procedure that specify the performance of its duties in more detail.
5. EXECUTIVE DIRECTOR
5.1 The board appoints a manager who is the company's probation officer. The role and responsibility of the manager is to:
(a) take care of the company's daily operations
(b) (b)_cc781905-5cde-3194-bb3b-136bad5cf5865 of the company,
(c) have the company's operating expenses and income
(d) see relations with the board of directors.
5.2 The managing director makes proposals for the work plan and budget for the approval of the board each year, first at the beginning of the contract period and then before the end of November each year for the following year.
5.3 The role and responsibility of the managing director shall otherwise be in consultation with the board, as appropriate. The board sends the manager a mission letter about his area of work.
5.4 Before the managing director makes important decisions regarding the company's activities, he must raise issues at the level of the board. Important decisions are considered to be decisions that call for significant financial expenses in relation to the scope of the company or are in some way unusual in view of the purpose of the company.
6. FINANCIAL AND OPERATING PLAN
6.1 The company's board of directors shall submit financial and operational plans to ASÍ's central board and BSRB's board for approval at least annually.
6.2 The company shall not enter into obligations unless there is funding that the company has in the fund at any given time.
6.3 The Board of Directors shall elect a certified auditor or accounting firm to audit the company's accounts for each financial year. The business year and fiscal year is from January 1 to December 31. The board must have completed the preparation of the annual accounts and submitted them to the auditors no later than August 31 each year. Auditors may not be elected from among the company's directors or employees.
7. DISCLOSURE OF INFORMATION
7.1 The company shall communicate its vision, strategy and results clearly on the website and social media, as well as in the media, at conferences and meetings as appropriate.
7.2 The contracting parties promise to maintain the confidentiality of all project results during the relevant project and until the results have been published publicly by the company.
7.3 Care should be taken to investigate the possibility of intellectual property protection before results are discussed, published or presented in public. The parties agree on the handling and ownership of intellectual property created in the project. If the results of a research project result in a patentable invention, the provisions of Act no. 72/2004, on employee inventions.
8. GENERAL MEETING
8.1 A general meeting shall be held before the end of May each year and shall be called by the board with reasonable notice. At the general meeting, the president of ASÍ and the chairman of the BSRB vote for their association, but the right to sit at the general meeting has the right to sit at the general meeting of the main and alternate members of the central board of ASÍ and the board of the BSRB together with the board of the collaborative project. The board of the project is authorized to invite others to attend the company's general meeting as audience representatives. Observers have freedom of speech and the right to make proposals.
8.2 Meeting notices shall be sent to the main and deputy members of the ASÍ central board and the main and deputy members of the BSRB board. An electronic meeting invitation is considered sufficient.
8.3 The following issues must be discussed at the general meeting:
(a) meeting chair and co-ordinator
(b) Board report submitted
(c) submitted Invoices submitted
(d) Election of the Board of Directors
(e) Election of auditors
Other issues
9. ASSIGNMENT AND MODIFICATIONS
9.1 The parties to this agreement are not permitted to transfer their share in the company, their rights or obligations according to these agreements in whole or in part, except with the prior written consent of all parties.
9.2 If a party is permitted such a transfer by the other party, it shall be ensured that the person who assumes the role benefits from and takes over all the obligations and rights that the transferor had created or acquired vis-à-vis other parties to the agreement regarding the performance of this agreement and other issues related to the company.
9.3 Any changes or additions to these bylaws must be made in writing and be approved by all board members at two board meetings that must be held at least one week apart. The approval of the parties who have contributed at least 2/3 of the initial capital or contribution for which a vote is taken must also be obtained. However, in order to increase the parties' commitments to the company, everyone's consent is required.
10. TERMINATION
10.1 Proposals for liquidation and replacement of the company shall be treated as amendments to these articles of association. In the event that the company is closed down, its net assets shall be used for projects similar to those specified in Article 3. After further decision of the board.
11. DISPUTES, LAW AND LEGAL HISTORY
11.1 This contract is governed by Icelandic law.
11.2 If there is a dispute between the parties in relation to the content of the agreement or the implementation of its individual provisions, the parties shall endeavor to resolve the dispute by mutual agreement. If such an agreement cannot be reached, each party is entitled to submit the dispute to the courts and the case shall be heard by the Reykjavík District Court.
12. SIGNATURE AND CONTRACT COPIES
12.1 This agreement, which is in twelve (12) articles on five (5) pages, is signed in two (2) copies, one for each contracting party and each copy shall be certified as an original. This agreement is signed by the appropriate representatives of the parties, who have full authority to do so, in the presence of two witnesses, the correct date and signatures are confirmed.