RES | The School for Renewable Energy is owned and operated by Orkuvordur Ltd. which was established in early 2006 and registered April 20th the same year.
ARTICLES OF INCORPORATION FOR ORKUVORDUR
Article 1
The company is a private limited liability company and its name is Orkuvordur Ltd.
Article 2
The address of the company is at Borgir, at Nordurslod, 600 Akureyri.
Article 3
The purpose of the company is to increase the competitiveness of Icelandic industry i.e. by strengthening and increasing education, research and modernization at the university level that will be useful to industry. For that purpose, the company operates a university and other activities that can serve this role. The role of the company is not to provide its shareholders with a financial profit. The company plans to fulfil its role i.e. by concluding service contracts with the University of Akureyri and with the authorities on the allocation of funds. The company also plans to engage in a variety of services in the field of education and research including cooperation with companies, research institutes and other educational institutes in Iceland and abroad.
Article 4
The company capital stock is ISK 500,000. 00 – five hundred thousand ISK. Each share amounts to ISK 1, one krona , or a product of this amount, as indicated by the capital stock in the ownership of stockholders at each time.
Article 5
There is authorization for increasing the capital stock of the company by means of a proposal from a meeting of stockholders and the same number of votes is required as applies to the effecting of changes in these Articles of Incorporation. Stockholders are to have a preferential right to the purchase of all new stocks in their own classes in proportion to their recorded ownership of stocks. Only a meeting of stockholders can decide on a reduction in capital stock. If there is only one stockholder, he can, when legal conditions have been complied with, record the increase or reduction in stock capitalization in the book of minutes.
Article 6
The Company Board of Directors is, in accordance with the law, to keep a record of stocks.
Article 7
Ownership changes in company stocks do not take effect with respect to the company until the Board of Directors has been notified in writing or until the changes have been registered in the record of the minutes of a private limited liability company of one party.
The Board of Directors has preferential purchasing rights on behalf of the company to stocks for sale. Once the company has been established, a stockholder has preferential purchasing rights to stocks in proportion to their stock ownership. In case of a dispute concerning the price of stocks, it is to be decided by means of an appraisal by two impartial individuals, who will be court- appointed for this task. The holder of a preferential purchasing right has a postponement period of two months to apply his preferential purchasing right and the postponement period is counted from the time of receipt by the Board of Directors of the notification about the offer. Then no more than three months are permitted to elapse from the time that the purchase was decided until the price of purchase is paid. Ownership changes because of inheritance or settlement relating to the winding up of an estate are not subject to the above mentioned preferential rights of purchase. Putting up stocks in the company as collateral for a loan or giving them away without the approval of the company Board of Directors is not permitted. If a private limited liability company, registered as the property of more than one party, is acquired by one party, the Register of Corporations is to be notified.
Article 8
The company is not authorized to grant loans for the purchase of its stocks unless it is permitted by law. The company is authorized to purchase its own stocks up to the limit decided by the law. The application of voting rights to the stocks owned by the company itself is not permitted.
Article 9
A stockholder is not responsible for company commitments that are in excess of his stock ownership in the company.
Article 10
The highest authority in company matters is in the hands of legal meetings of the stockholders, if there is more than one stockholder, but otherwise it is in the hands of the stockholder, cf. Law on Private Limited Liability Companies.
Article 11
A general meeting is to be called annually before the end of July.
If there is one stockholder, there is no need to have a general meeting of stockholders, but the stockholder is to make the appropriate decisions, cf. Article 59 of the Law on Private Limited Liability Companies, and enter them in the record of minutes, cf. Article 55 of the Law on Private Limited Liability Companies.
Extra meetings are to be held according to the decisions of the Board of Directors or on the demand of stockholders controlling at least one tenth of company capital stock. The demand is to be written and the subject to be dealt with at the meeting is to be listed, and a meeting is then to be called within fourteen days. If the Board of Directors shirks the calling of a meeting after the receipt of such a demand, assistance is to be sought from the authorities according to the Law on Private Companies of Limited Liability.
If there is one stockholder, he is to make decisions in cases generally discussed at extra meetings, and they are to be listed in the record of minutes.
Article 12
The Company Board of Directors is to call a meeting of stockholders by sending a notification to each stockholder in a registered letter or telegram or in some other equally provable manner. An advance notice of at least 14 days is to be given for notification of the general meeting of stockholders but an extra meeting on at least a seven days´ notice. The subject of the meeting is to be listed in the agenda. A meeting of stockholders is legal, if it is legally called and attended by stockholders or their representatives, who control at least one half of the capital stock in the company. If a meeting is not legal because of a defect in this respect, a new meeting is to be called within a month on seven days´ notice and that meeting will have a quorum to discuss the matters that were to be dealt with at the earlier meeting, if it is attended by two stockholders or more, or by their representatives, provided that they control at least 10% of the company capital stock. The meeting of stockholders elects the chairman of the meeting and the secretary.
Article 13
One vote comes with 1 krona of capital stock. Stockholders can by means of a written proxy authorize their representatives to attend a meeting of stockholders and exercise their right to vote.
At a meeting of stockholders the number of votes decides the outcome, unless otherwise provided for in the law of the land or these Articles of Incorporation. The approval of all stockholders is required to:
a. require stockholders to contribute money for the company’s needs in excess of his commitments
b. to restrict the authorization of stockholders to handle their stocks
c. to alter the provisions of the Articles of Incorporation about participation of members in the company or equality among them
Proposals on modifications in the Company Articles of Incorporation or about its merging with other companies or businesses are not to be dealt with at these meetings unless they have been
mentioned in the invitations to the meeting.
Article 14
At a meeting of stockholders the following matters are to be dealt with:
1. The Company Board of Directors is to explain the status of the company and its operations during the preceding year.
2. The balance sheet and income statement of the company for the preceding year of operations are to be submitted together with comments of the auditors or inspectors of the company for approval.
3. The Board of Directors is to be elected and auditors and inspectors.
4. A decision is to be made on how a profit or a loss are to be dealt with and on the dividend and contributions to the reserve fund .
5. A decision is to be made on payments to the Board of Directors and inspectors for their work during the year of operations.
6. Discussions and voting on other matters legally submitted to the meeting.
If there is one stockholder, he is to make the decisions, cf. Article 59 of the Law on Private Limited Liability Companies.
Article 15
A record of the minutes is to be kept, which is to contain a list of what happens at meetings of stockholders. If there is one stockholder, he is to enter decisions in the record of minutes.
Article 16
The Company Board of Directors is to consist of one to three members, elected at a general meeting of stockholders for a term of one year at a time, but there are to be no fewer than three principal members, if there are 5 stockholders or more. If the Board of Directors is made up of one or two members, at least one alternate is to be elected simultaneously for a term of the same length. The Board of Directors directs all matters of the company in the interim periods between meetings of stockholders and the Board of Directors protects its interests vis-à-vis a third party. On a multi-member board of directors the signatures of a majority of the Board are binding on the company, but when the Board of Directors consists of one member, the signature of the board member is binding. On a multi-member Board of Directors, meetings of stockholders are legal, if a majority of Board members attends the meeting. The number of votes decides the outcome of issues. If there is an equal number of votes, the vote of the chairman decides the outcome. A record of the minutes is to be kept at meetings of the Board of Directors. If the Board of Directors is made up of one member only and if there is an executive manager in the company, the sole member of the Board of Directors is generally to make important decisions on the company’s issues, after he has consulted the executive manager, if he is not the same person, and the decisions are to be recorded in the company record of minutes.
Article 17
A multi-member Board of Directors divides of its own assignments among the Board members. The Chairman of the Board calls the board meetings. Each board member can demand a meeting of the Board of Directors. The executive manager has the same right.
The Board of Directors is to set rules of procedure for itself containing more detailed provisions on the implementation of its work.
Article 18
The Company Board of Directors hires an executive manager and decides on his terms of employment. It also grants Power of Attorney on behalf of the company. If the Board consists of one member, he can also serve as executive manager, cf. Article 41 of the Law on Private Companies with Limited Liability. The executive manager is in charge of daily operations of the company and he represents it in all matters pertaining to normal operations. He attends to accounting and the hiring of personnel. The executive manager is to provide members of the Board of Directors and auditors or inspectors all the information that they may require about company operations and are by law to be provided.
Article 19
At the annual general meeting of the company one or more state authorized public accountants or inspectors are to be elected together with alternates. They are to inspect regularly the company accounts for each year of operations and they are to submit their findings to the general meeting. Auditors and inspectors are not to be elected from the ranks of the Board of Directors or from the personnel of the company.
Article 20
The year of operations and the fiscal year are the same as the calendar year. The Board of Directors is to have completed the annual balance sheet and submitted it to the auditors or inspectors no later than one month before the annual general meeting of the stockholders.
Article 21
No special privileges are associated with stocks in the company. Stockholders are not required to accept the redemption of their stocks unless the law states differently.
Article 22
These articles can be modified by a legal general meeting of stockholders or by an extra meeting by a majority of two thirds of the votes cast, as well as by the approval of the stockholders, who control at least two thirds of the company capital stock represented by votes at the meeting, provided that a different number of votes is not required in the Articles of Incorporation nor the law of the land, cf. Article 68 of the Law on Private Limited Liability Companies.
If there is one stockholder only, he can change these Articles of Incorporation by recording his decision in the record of minutes, cf. Articles 55 and 59 of the Law on Private Limited Liability Companies.
Article 23
Proposals on the dissolution or dividing up the company are to be treated as changes of these Articles of Incorporation. The votes of the stockholders are to control at least two thirds of the total capital stock of the company in order to render a decision on dissolution valid. A meeting of stockholders that has made a legal decision on dissolving or dividing up of the company is also to decide on the disposition of property and payment of debts.
Article 24
Since the provisions of these Articles of Incorporation do not prescribe how to proceed, the Law on Private Limited Liability Companies is to be complied with as well as other legal provisions that may be applicable.
Thus approved at a meeting of stockholders in Akureyri, Iceland 20 April 2006.
