Draft of Statutes for the Canadian-Icelandic Chamber of Commerce

1. NAME

Art. 1

The name of the association is The Canadian-Icelandic Chamber of Commerce, hereinafter referred to as the “Chamber”.

The Chamber is a division of the International Chambers of Commerce Iceland (ICCI), which is hosted by Iceland Chamber of Commerce. ICCI domicile is in Reykjavik and its legal status is subject to Icelandic law and jurisdiction.

ICCI operates under the executive secretary and the Chamber operates as a division within ICCI.

1. OBJECTIVE

Art. 2

The objective of the Chamber is to promote and maintain commercial links between Canada and Iceland, and further ties in the fields of education, culture and business.

Art. 3

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

1. a) Organize meetings and conferences concerning common matters between the two countries.
2. b) Organize visits by parties within the business community of both countries.
3. c) Guard the commercial interest of its members in respect of Canadian and Icelandic authorities.
4. d) 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

The chamber is a member organization and members can be:

1. a) Individuals being either Icelandic or Canadian citizens or individuals engaged in business in either country, as well as organizations formed by such individuals.
2. b) Legal persons established or having considerable portion of their business operations in both countries, as well as organizations formed by such entities
3. c) Honorary members, cf. Art 6.

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.

Art. 6

The Chamber’s Board may propose to the Annual General Meeting that a specific individual (or individuals) who has/have lent special support to strengthening the Chamber, its aims or relations between the countries will be made Honorary Member(s) of the Chamber. Such a motion requires the approval of two-thirds (2/3) of the votes of those present. Honorary Members may attend the Chamber’s General Meetings with the right to speak.

Art. 7

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. 8

The Chamber’s Board may by the means of two-thirds (2/3) 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 or serious breach of national legislation.

1. ANNUAL GENERAL MEETING AND GENERAL MEETINGS

Art. 9

The Annual General Meeting of the Chamber shall be held no later than end of June each year. The Annual General Meeting shall be called in with at least 2 weeks’ notice in writing. Notice via email and / or entry on the Chambers web site is considered sufficient notice.

An Agenda 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. 10

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

1. Report by the Board.
2. Annual Accounts.
3. Election of a Chairman
4. Election of Board members
5. Introduction of the budget for the next fiscal year and determination of annual fee
6. Amendments to the Statutes.
7. Any other business.

Art. 11

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 7 members.

Votes shall be cast by a show of hands, unless a written poll has been specifically requested.

Art. 12

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.

1. THE BOARD

Art. 13

The Chamber’s Board consists of a Chairman and 7 members who shall be elected at an Annual General Meeting for a term of two years at a time in such manner that the chairman and 4 board members be elected every other year and 3 board members during the alternative year. Membership of the board is personal.

It is the policy of the Chamber that the number of Icelandic board members shall be as close to equal as possible at any given time to the numbers of Canadian board members. In case of a membership of a legal person or an organization only one representative of such members can take a seat on the board.

Art 14

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 detail duties among themselves.

The Chairman can make decisions regarding general issues about the cooperation with other bilateral chambers without the Board’s intervention.

Members who wish to stand for election to the board, shall inform the Chairman or Executive Secretary no later than 2 weeks prior to the announced meeting.

Art. 15

The Chamber’s Board has the authority to engage the managing director of the ICCI to undertake the Chamber’s daily business. The managing director or a specialist from  ICCI shall be entitled to attend all meetings of the Chamber, unless the majority of those attending a meeting decide otherwise.

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 3 board members attend a meeting. A simple majority decides on issues.  In case of even votes the Chairman’s, vote will decide the issue.

The Chairman represents the Chamber in the cooperation of other bilateral chambers and the Iceland Chamber of Commerce. The Chairman can make decisions at that level without Board’s intervention.

Art. 16

Executive Secretary is authorized to commit the Chamber by means of his/her signature. In case an Executive Secretary has not been engaged the Chamber will be bound by the signatures of the Chairman of the ICCI and one more member of the Board (Rekstrarsvið SA).

1. FINANCIAL AFFAIRS

Art. 17

The Chamber’s fiscal year extends from 1^st of January to 31^st of December each year.

Art. 18
Accounts of ICCI 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 ICCI. The Chamber is audited as a division of ICCI.

VII. AMENDMENTS TO THE STATUTES

Art. 19

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. 20
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 assets should in principle be passed to one or more organizations with similar objectives.

The present Statutes were approved at the establishment meeting of The Canadian-Icelandic Chamber of Commerce held in Reykjavik on 20^th of March 2025.