Article 1
1.1 The Association is called ”Fræðslusamtök um kynlíf og barneignir” (Association for Educating the Public on Sex and Parenthood).
1.2 The Association’s legal address is in Reykjavik Iceland. .
1.3 The Association shall not discriminate on grounds of race, creed, ethnic origin, political belief, gender, disability, sexual orientation or age in admitting members, providing information and/or services or in any other aspect of the Association’s work
1.4 All the Association's income, commodities, property and other assets shall be applied solely towards the promotion of its objects as set out in Article 2 of this constitution.
1.5 Individual members are prohibited from deriving personal material gains or profiting in any way by virtue of that status either during the existence of the Association or after its dissolution.
1.6 The Association does not build its work on the principle of financial gain. It is not permissible for the Association to be governed by business interest.
1.7 The Association shall seek financial support or sources of revenues in order to be able to work towards designated goals.
Article2
The Association’s chief goal is to advocate for the basic human right of all to make free and informed choices regarding their own sexual and reproductive health, and for the means to exercise this right and to promote healthy sex and timely parenthood. This is achieved by performing the following:
• By promoting accessible and diverse services in the area of family planning;
• By encouraging impartial education and counsel on responsible parental roles, sex, contraception and parenthood – both for young and older people, married as well single individuals, men and women;
• By promoting responsible attitude towards sex among young people through increased sex education at schools, as well as lectures and counsel on family planning wherever appropriate;
• By publishing educational materials and organizing courses for specialist communities and the general public;
• By communicating information and research outcomes (e.g. from IPPF and WHO) pertaining to family planning to affiliated organizations, individuals in the Association and other relevant agencies;
• By attentively monitoring the status of family planning and parents welfare in the Icelandic society, providing information on these issues.
• By cooperating with various agencies, associations and institutions in the society which deals with this subject matter in their respective fields.
• By co-operating to the fullest degree possible with government, non-governmental and international agencies in the execution of its sexual and reproductive health mandate.
• By encouraging research in the area of family planning.
• By participating in Nordic, European and international cooperation in this field.
• By ensuring that services offered by the Association or other agencies are provided in a non-coercive manner and without the use of incentives or disincentives of any kind and no service is conditional upon the acceptance of another.
Article 3
The Association may, solely for the purpose of furthering its objects:
• Accept gifts, grants, allowances and other benefits
• Borrow money
• Make appeals or advertise
• Carry out any charitable work
• Hire employees
• Give out grants to projects
Article 4
Any person or institution is eligible for membership provided that the approved application form is submitted.
4.1. Individuals, organizations or public groups seeking membership in the Association shall adopt its Articles and objectives.
4.2. Membership applications shall be made on special forms and addressed to the Board of the Association. Each application shall be supplemented with Articles of Association of the applicant organization or association.
4.3 The Association shall keep a register of its members and that should be reviewed every year by the executive director.
4.4. Individuals, organizations and associations which become members of the Association shall pay annual fees in the amount decided at the Association’s General Meeting. Individuals pay single annual fees, whereas organizations and associations pay double fees. Annual fees shall be collected in the beginning of each year of operations.
4.5. The Board takes decisions on expulsion of individuals or organizations/groups from the Association if they do not comply with its Articles and/or their work contradicts the Association’s goals.
4.6 Members shall have such other rights, duties and privileges as the Annual General Meeting of Members may decide from time to time, as prescribed by any regulations, unless otherwise stated in this constitution.
4.7 Members shall continue to be members until they resign or do not pay their subscription, or until they are removed or suspended.
4.8 Any member that is being suspended has the right to be heard by the governing body before a final decision is made.
4.9 Every member of the Association shall have the right vote provided always that membership has been held for at least three months and that all subscriptions have been paid at the time of voting. Individuals have one vote and organizations or public groups shall have two votes.
4.10 Members who are employees of the Association shall not have the right to vote.
4.11 Members who have any financial or commercial gain or interest from the votes of the association do not have the right to vote.
4.12 Proxies are not permitted.
4.13 Application Procedures shall be as determined by the Annual General Meeting from time to time, by regulation.
4.14 Members volunteering their services to the Association shall not receive any payment for those services.
4.15 No individual volunteer member of an Association shall be granted a loan from the funds of the Association, irrespective of the source of the funds.
4.16 No volunteer or staff member shall use his/her position with the association to further the manufacture, distribution, promotion or sale or any materials, products or services in which the volunteer or staff member, his or her spouse or relatives have either a direct or indirect financial interest.
4.17 The Board shall from time to time by regulation decide the amount of the subscription each category of membership shall pay, and shall submit this decision to the Annual General Meeting of Members for approval.
4.18 The Association prohibits the appointment of spouse and relatives (grandparents and parents, brother and sisters, sons and daughters, grandsons and granddaughters and in-laws) of volunteers and staff to any position within the organization or to consultancies.
Article 5
5.1. The Board of the Association is comprised of seven members: Chairman, Deputy Chairman, Secretary, Treasurer and three board members or and such other officers as the Association may decide by regulation.
5.2. Board members are elected at the Association’s General Meeting by a simple majority of the members present and entitled to vote. It should be assured that at least two members continue in the next Board.
5.3. No person may hold more than one office at the same time.
5.4. The Board distributes responsibilities among its members.
5.5. Board members are elected for the period of two years except for instances when Board members volunteer for a next term. Board members are allowed to serve three consecutive terms (six years in all). Board members may be elected to the Board again after they have been relieved from Board positions for one term (two years). No member shall serve for more than 12 years as an Honorary Officer or on the board.
5.6. All paid-up members that have the right to vote may stand as candidates for office and be elected as board members.
5.7. At the Association’s General Meeting it shall be decided how election of board members shall proceed.
5.8. A board member may resign at any time by giving written notice to the board. The resignation shall take effect when received, unless the board member states otherwise.
5.9. If one or more vacancies occur in the board they shall be filled by the vote of a majority of the members with the right to vote. A board member elected in this way may only hold office until the next Annual General Meeting.
5.10. The President of the Association shall be the Chairperson at the Annual General Meeting or elect a person who shall take the chair.
5.11. The Board holds meetings as often as needed, but not more seldom than four times a year. A simple majority is required to pass any of the Board’s decisions.
5.12. At least one member of the board must be younger than 25 years of age.
5.13. The board should be made up of at least 50% women.
5.14. The board shall have such powers and duties as are appropriate to enable them to perform the office to witch elected or as the General meeting may authorize from time to time.
5.15. All members of the board and senior staff shall sign an annual conflict of interest declaration.
5.16. The board can hire and/or fire an executive director with the content of the general meeting.
The board members duties conclude:
• Overseeing the management of affairs, finances and property of the association.
• cooperate with Ippf
• Enroll new members and suspend or expel a member for conduct that might be harmful for the association.
• Decide if the association is going to sponsor projects or not and give out grants.
• General meetings.
• Be available to the executive director for consultation an review reports from the executive director and other members.
• When necessary, the board shall elect the Association’s representatives to international and other organizations and meetings.
Article 6
6.1 The highest power in the Association is vested in the General Meeting. The Board of the Association handles all other issues of the Association in periods between General Meetings.
6.2 The Association’s General Meeting is held before end of March each year and is open to all members.
6.3 Invitations to the General Meeting shall be send in a letter form to all members of the Association with at least two weeks notice, in the letter it shall state date, time and place of the annual general meeting.
6.4 The Invitation to the Meeting shall be accompanied by a Resume of the Association’s Annual Report, a Summary of its Financial Statement, proposed amendments to the Association’s Articles and other proposals.
6.5 Important proposals, such as proposals for amending the Association’s Articles, should be received by the Board with at least three weeks notice. Those proposals that have been received by the Board shall be placed in public view where members of the Association can familiarize themselves with them.
6.6 The following issues shall be tabled at the General Meeting:
1. Chairman’s Report on activities in the past year.
2. Committees’ reports.
3. Audited accounts for the past year.
4. Decision on the size of Membership Fee.
5. Amendments of Articles of Association.
6. Proposals on activities and budget for the next accounting year.
7. Elections of the Board, Committees and two Auditors.
8. Other issues.
In the general meeting it shall be decided:
• The criteria for membership.
• The membership fee.
• Approve the appointed external auditor.
• Approve the terms and conditions of service of the executive director.
Article 7
7.1 Valid members of the Association, as well as members of associated groups and organizations, have the rights to attend the General Meeting.
7.2 All who sit a General Meeting enjoy full freedom of speech and the right to make proposals. All votes are equal.
7.3 Registered members who have do debt towards the Association enjoy the right to vote. Individuals have one vote, groups and organizations have two representatives and two votes each.
7.4 In the event of the numbers of votes cast being equal the chairperson shall be entitled to a second casting vote or the motion shall be deemed lost.
Article 8
8.1 The General Meeting is deemed lawful if it has been announced and conducted lawfully.
8.2. A majority of all members with the right to vote determines vote outcomes at General Meetings. The majority of 2/3 of given votes is required to amend these present Articles of Association.
8.3. The President of the Association shall be the Chairperson at the Annual General Meeting but should the President not be present within 30 minutes of the starting time the Vice-President shall take the chair. Or the Annual General Meeting shall elect a person from its number who shall take the chair.
8.4. The board’s Secretary shall ensure that a record be kept of all persons attending General Meetings of Members.
8.5. Minutes shall be made by the board’s secretary of the proceedings of all Meetings of members, of the board and of all committees and other approved bodies.
At the next meeting any amendments shall be agreed and made. The meeting shall then approve the minutes, which shall be signed by the Chairperson of the current meeting, in the presence of those attending, as being a true record of the previous meeting.
8.6. Extraordinary General Meetings may be called either by the board when it considers necessary; or by a minimum of 5 members entitled to vote requesting such a meeting in writing to the Honorary Secretary. The notice of any Extraordinary General Meeting shall always state the purpose of the meeting.
Article 9
Meetings of the Association’s members shall be held whenever the Board deems it necessary or when at least 5 members of the Association demand a meeting, doing so in writing and specifying reasons for wishing to call such a meeting. All member-organizations and individuals shall be invited to the Association’s meeting by a letter with two weeks’ notice. Invitations to a meeting shall contain the meeting’s Agenda. The same provisions as in Article 8 apply to the right to attend such meetings and the voting right.
Article 10
The Association’s Report shall be published each year, and the Board must send it to all individual members, groups and organizations holding membership in the Association.
Article 11
A decisions on the Association’s dissolution may only be taken by a lawful General Meeting or an additional meeting called with such dissolution in mind. The same provisions govern procedures for calling such meetings, the right to attend them and voting as those for General Meetings. The majority of 2/3 of those members with the right to vote is required to dissolve the Association. Should it be decided to dissolve the organization, any remaining funds or property shall, if local law permits, be given only to one or more charitable and/or educational organizations whose objects and activities are substantially similar to those of the association and whose governing rules forbid the distribution of any part of its assets to its members, owners or staff. The meeting takes a more specific decision on how to achieve that.
Article 12
Finance
12.1 The Association shall ensure that:
• the management of its finances and financial accounting follow generally accepted international accounting and auditing principles;
• it is in compliance with its national financial policies and those of its donors; and it conforms to such other financial conditions as donors may require.
12.2 The Annual General Meeting shall appoint the external auditors annually. The appointment shall be subject to periodic competitive tendering and to any conditions laid down by the Association’s donors or local law.
12.3 The accounts shall be audited annually by a firm of external auditors and the audited accounts submitted annually for approval by the Annual General Meeting together with the report and the management letter of the external auditors. The auditors shall have the right to attend and be heard at the Annual General Meeting to which the audited accounts are presented.
12.3 The books of account and records shall be kept at the headquarters office or at such other place or places as the board shall decide and shall always be available to any member of the board who wishes to examine them.
Article 13
These present Articles of Association were adopted at the General Meeting of the Association on XXXX and been valid ever since.
Amendments to the Articles were adopted by the General Meetings on 30 March 1995, 25 March 1996, 25 March 1997 and 27 March 2007.