ARTICLES OF FRUMTÖK

THE ICELANDIC PHARMACEUTICAL ASSOCIATION

Article 1.
Name and Domicile

The Association is the Icelandic Association of the Pharmaceutical Industry, named Frumtök. The registered office of the Association is Hús atvinnulífsins, Borgartún 35, 105 Reykjavik, Iceland.

Article 2.
Purpose

The objective of the Association is to promote the interests of the research-based medicinal products industry in Iceland and between Iceland and the rest of the world, including research and development of medicinal products, production, sales, legal protection and attending to commercial, political and community matters. The Association’s purpose is also to guard the interests of the member companies and communicate on their behalf, f.ex. towards official institutions, other associations and companies. That includes, decided by the board on case-by-case basis, to participate in court actions onbehalf of member companies, one or more.

Article 3.
Membership

Membership may be extended to companies, including subsidiaries and companies marketing medicinal products in Iceland.

If the company is a group, the group shall itself determine whether membership shall be held by the group subsidiary or branch.

Companies, including foreign companies, may choose to be represented in the Association via companies that market medicinal products on their behalf (Icelandic agents). Such representation shall only be permitted with the written consent of the represented party and only if the represented company is not itself a member of the Association.

Allied companies/members of groups shall only have a single membership. However, the Board of the Association can approve membership for more than one company in a group if the companies are, in the view of the Board, sufficiently independent in research, product development and sales.

It shall be a condition for membership that the company in Iceland either undertakes research on medicinal products, develops medicinal products, produces medicinal products or markets medicinal products.

Applications for membership shall prove compliance with conditions for membership.

Membership application shall be discussed by the Board of the Association and is accepted if majority votes in favour.

Article 4.
Duties of members

A member shall not undertake activities that conflict with the purposes of the Association. If, by necessity, the Association’s office may request information from one or more member companies. Sensitive information shall only be made available for the General Manager of the Association. The General Manager may seek external advise and opinion. If there is a dispute regarding the purpose of the request, the Board shall decide.

Article 5.
Membership fees

Members shall pay an annual fee, based on annual turnover in Iceland during the preceding calendar year. The Annual General Meeting shall set membership fees. The fee shall be invoiced quarterly.

If a member joins the Association during the course of a calendar year, a proportional membership fee shall be payable for the period from the date of approval of membership until the end of the accounting year.

Membership fees shall be calculated and collected by the Association’s office. Interest shall be charged on overdue membership fees. Fees may be charged for reminders.

Article 6.
Resignation and exclusion

Resignation from the Association shall be written and will be effect from year-end. Resignation shall be given with at least six months notice.

Membership of the Association shall cease if a member ceases to exist as an independent legal person or enters into receivership, bankruptcy or liquidation.

A member shall be excluded from the Association if the conditions for membership shall no longer have been satisfied or if the member shall have been in breach of his obligations in accordance with the Articles of Association.

The decision to exclude shall be taken by the Board of the Associaton. If a member to be excluded will not accept the decision taken by the Board, the member can ask for a General Meeting for a final decision, taken by simple majority.

Membership fees shall be payable until the date of exclusion.

Article 7.
General Meeting

The supreme power in the Association′s affairs is held by lawful General Meetings. An Annual General Meetings shall be held before the end of March each year. An Annual General Meeting shall be called at a minimum advance notice of fourteen days. The notice shall include the agenda of the General Meeting, proposals to modify the articles if any, and notice any candidacy to the Board or the result if the Board is elected without an election.

Legally notified meeting is legal and has a quorum, independent of attendance.

Each member shall have one vote. With a written statement, a member may grant the permission to another voting holder at the meeting to vote on one’s behalf.

The President of the Board shall open the Annual General Meeting, and other general meetings, and appoint a chairperson. The chairperson shall decide in all matters of dispute and is responsible for taking the minutes of the proceedings. The minutes shall be made available to the members of the Association no later than a week after the meeting.

 The Annual General Meeting shall consider the following:

  1. The Association’s President of the Board report on the status and operations of the Association for the preceding year.
  2. Approval of the financial statements for the preceding year, along with a report by the Association′s Auditors.
  3. Consideration of any proposed resolutions received.
  4. Determination of budgets and membership fees.
  5. Election of the Board.
  6. Appointment of auditors.
  7. Any other business.

Proposed amendments and additions may be discussed, without prior consultation.

Article 8.
Members Meeting

Members meetings shall be held as often as the Board deems necessary, though at least biannually. A Members Meeting shall be announced if requested by a member of the Board or a member company. The meeting shall be announced with at least three days notice, with a letter or by other certain mean. The announcement shall contain programme of the meeting and proposals. Legally notified meeting is legal and has a quorum, independent of attendance.

A simple majority is sufficient unless otherwise stated in these Articles.

Article 9.
Board of Directors

The Association′s Board of Directors shall consist of five members and two reserves. The Directors and the two reserves shall be elected at the Annual General Meeting. Each member of the Association can only be represented on the Board by one representative. Members of the Board take on their duties unpaid.

The Board is elected for two years. Two Board members shall be elected every year with an odd number and three board members every year with an even number. One reserve member shall be elected for a two years term every year. In case of an even vote, simple drawing of lots shall decide.

Proposed candidates for the Board shall be listed in the Notice of the General Meeting. Member Companies can appoint candidates for the Board. The Office of the Association shall be notified about candidates for the Board at least twenty days prior to the General Meeting.

Election to the Board is to be decided by simple majority. Voting shall be in writing if requested. In case of an even vote, simple drawing of lots shall decide.

Board members and reserves may be re-elected. They may not sit for more than two election periods in a row, but may be re-elected at next Annual General Meeting.

If a member of the Board resigns, the seat on the Board shall go to the reserve elected at the same Annual General Meeting as the resigning member. If there are no reserves, the Board shall itself co-opt another. The co-opted member shall be appointed for the term of the retiring member.

Article 10.
Duties of the Board

The Association′s affairs is to be directed by the Board. The Board shall take up its duties for one year at a time with a President and a deputy.

The President of the Board, or the General Manager on the PoB’s behalf, invites to meetings as often as necessary. The President of the Board chairs the meeting.

The Board has a quorum when three members are present.

Issues shall be resolved by a simple majority of votes. In the event of an evenly divided vote the chairman has a casting vote. Minutes of the meetings shall be written by the general manager and approved by the Board.

Article 11.
General manager

The Board shall appoint a general manager who shall be responsible for managing the office of the Association. The general manager has the right to sit on all meetings of the Associations, with the right to speak/be heard and propose motions. The President of the Board, having consulted the Board, decides the terms of the general manager’s employment.

Article 12.
Committees

The Board may appoint a committee to undertake duties as determined by the Board. The Board shall decide as to the composition of the committee. The committee shall cease when so decided by the Board.

Article 13.
Signatory

The Association shall be bound in respect of third parties by the signatures of the President of the Board and the Deputy President or by the signatures of the general manager and the President or the Deputy President.

Article 14.
Accountant

At the Associations′ Annual General Meeting one State Authorised Accountant shall be elected and he shall investigate the Associations′ accounts for each year of operation and submit his conclusions to the Annual General Meeting.

Article 15.
Accounts

The Associations’ financial year shall be the calendar year. The Board shall prepare the Financial Statements and submit to the Accountant.

Article 16.
Amendments to Articles of Association and termination of the Association

Resolutions for amending the Association’s Articles of Association shall be sent to the Board for adoption by a General Meeting. Propositions shall be sent three weeks prior to the meeting the latest and shall be part of the meeting’s announcement. At least 2/3 of the votes present shall have been cast in favour of the resolution.

Decision on termination of the Association may only be taken by a General Meeting with at least 2/3 of votes present shall have been cast in favour of the resolution. By termination, the assets of the Association will be divided proprtionally between member companies.

Adopted by the founding General Meeting on October 26th 2005, with amendments at the General Meeting on March 21st 2007, with amendments at the General Meeting on March 17th 2010, with amendments at the General Meeting on March 22nd 2012 and with amendments at the General Meeting on March 16th 2017.