Charter for Aurora Charity Fund

1.0. Organization name

1.1.   The organisation is named Aurora Charity Fund. The organisation operates according to the Act no 19/1988 on funds and organizations that operate according to a confirmed charter.

2.0.   Residence and venue:

2.1.    The organization’s residence and venue is at Kjalarvogur 7-15, Reykjavik.

3.0.   Founders, initial contributed capital and other contributions:

3.1.    The founders are the married couple Ingibjörg Kristjánsdóttir, Id. no 290162-2039, and Ólafur Ólafsson, Id. no 230157-5619, both presently residing in the UK.

3.2.    The organization’s initital contributed capital is ISK 1,000,000,000 in cash, which the founders and Kjalar hf., Id. No 631291-1129, Kjalarvogur 7-15, Reykjavík, provided at its foundation.

3.3.    The contributed captial will be invested in order to yield a return according to the board’s decision.

3.4.    Investment of contributed capital along with other contributions and grants which the organization will receive will be used according to the organization’s purpose as stated in article 4 of the charter.

3.5.    The organization is liable for all its commitments with all its properties and other properties that it may come to own subsequently. The founders do not have any privileges in the organization.

3.6.    The organization’s disposable income is interest income and other return of initial capital, as well as other money that the fund may receive. The organization accepts any kind of gifts and contributions from individuals, companies and associations. The names of those donating money to the organization shall be entered in a special registre of names held by its board. In disposing of the organization’s income such as contribution of money, the objectives stated in article 4 shall be observed.

3.7.    The organization shall have an independent financial status and an Id. No, and the board shall be responsible for keeping its accounts. The organization’s operating and accounting year shall be the calender year.

4.0.   The organization’s purpose:

4.1.    The main purpose of the organization is to encourage and support cultural and charity operations in Iceland and abroad. This includes for example financial support to individuals, various clubs, associations and communities, as well as support to those having difficulties due to their circumstances such as illness, accident or for other reasons.

4.2.    An empahsis is place on supporting cultural and/or humanitarian projects that extensivley affect the public good.

5.0.   Board of directors:

5.1.    The organization’s board of directors shall have five individuals. Both funders are automatically directors of the organization’s board, but these then appoint three other individuals to sit on the board with them. The term of the directors is between annual general meetings or extraordinary meetings. Directors are not remunerated.

5.2.    The directors of the board allocate responsibilities among themselves. A majority of votes decides in managing the organization. The signatures of a majority of board directors bind the organization.

5.3.    The board of directors shall work towards the organization’s objectives stated in article 4 and shall endeavour to keep operating cost moderate and in accordance with operating plans. It is not permitted to commit the organization’s assets for purposes unrelated to the organization’s purpose. Board meetings shall be called by the chairman, and meetings shall also be convened upon request by any director of the board. In such a case a board meeting shall be held within 3 weeks of such a request being presented. Board meetings shall be recorded in a book of minutes. The board shall set work rules for itself and decide on how it intends to work according to the objectives of article 4. Important decisions may, however, not be made unless all the directors have been able to debate the matter, if at all possible. Rules of administrative law concerning specific competence shall apply to board directors in processing cases.

5.4.    The board shall hire a manager and decide on the terms of his employment, if it considers this necessary. Otherwise the chairman of the board shall be authorised to sign for the organization. The board may authorise someone else to sign for the organization or decide to entrust a third party with managing its assets or executing individual assignments. All major decisions must, however, be submitted to the board, as it is responsible for the organization’s operations.

5.5.    The organization’s annual general meeting shall be held in March or April each year. The annual general meeting is for reporting on the organization’s operations and to accept its annual financial statements for the past calendar year, and the founders appoint their co-directors there as well. Extraordinary general meetings shall be held when requested by the organization’s founders or a majority of the board. In case a proposal for amendments to the charter is to be taken for consideration at an annual general meeting the main subject of the amendment shall be specified in the summons to the meeting.

5.6.    The board shall keep accounts and present an annual statement audited by a chartered auditor at the annual general meeting. The board chooses the organization’s auditor. The board shall make a budget for each operating year. The board shall monitor closely the organization’s financial status, especially that its income covers cost and liabilities.

5.7.    Anyone, individual or corporation, can become a supporter of the organization, subject to the consent of the organization’s founders and according to further rules set by the board. Supporters shall have a right to attend annual general meetings with the right to debate and submit proposals, unless otherwise decided by the board.

5.8.    In case one of the founders passes away, then the other founder shall appoint all other board directors for the organization. Upon both founders having passed away, then their three children shall automatically be on the organization’s board, or their specially appointed representatives, provided that they have then reached the age of 20, unless they ask to be excluded from that obligation, and together the founders’ children and/or their special representatives on the board appoint other board directors. If neither the founders, nor their children nor their descendants will be available to take on the organization’s issues then the organization shall be terminated and its assets disposed of according to article 4.

6.0.   Amendments to the charter and confirmation:

6.1.    Proposals for amendments to this charter shall be put to an annual general meeting or an extraordinary general meeting where they shall be introduced, a position taken and they put to a vote. Proposals for amendments to the charter shall reach the board timely in order for amendments to the charter to become effective, ¾ of the directors of the board must agree to them.

6.2.    Proposals to terminate the organization’s charter and end it shall be treated the same way as amendments.

6.3.    In case the non-profit organization will be terminated its board shall settle its liabilities and assets and then terminate its operations, if any. The remaining assets shall go to causes which the board decides, however within the objective of article 4 of this charter.

6.4.    If, within 2 years of the foundation of the organization, the legal provision to tax the capital return of Icelandic non-profit organizations have not been changed, then its board shall consider the feasibility of merging the non-profit organization with another non-profit organization founded by its founders in another country within the European Economic Area, with the same provisions in its charter, which ensures that the organization keeps all return on its capital or a higher percentage than provided for in Icelandic law for disposing thereof according to its purpose, and present such a proposal for the organization’s annual general meeting and/or extraordinary general meeting.

6.5.    Confirmation for this charter shall be sought from the District Commissioner in Saudárkrókur. If the charter is amended or it is agreed to terminate it the confirmation of the Commissioner in Saudárkrókur shall be sought.

 

This charter is hereby confirmed according to the Act no 19/1988 on funds and organizations that operate according to a confirmed charter.

Reykjavik, 8 June 2007