The Icelandic Travel Industry Association

The association is named The Icelandic Travel Industry Association (Samtök ferðaþjónustunnar (abbreviated SAF))

The domicile and office is in Reykjavik – Iceland

1. SAF is the mutual venue of Icelandic companies operating in the field of Tourism.

2. Is to guard the common interest of the members and work towards a favourable environment for the members with increasing profitability in the industry

3. Is to represent the industry in matters where the members have common interest.

4. Is to lead an increased and co-ordinated marketing effort of tourism

5. Is to represent its members vis-à-vis employees and work on labour relations with other employers´ organisations

6. Is to work towards the definition and recognition of tourism as an industry

7. Is to work towards a continuous revision of the master plan of tourism

8. Is to lead an organised information gathering and research in tourism

9. Is to work towards improved education and training, both of staff and management

10. Is to lead a policy towards the sustainable use of natural resources

11. Is to work towards the growth and development of the tourism industry with a professional attitude where emphasis is on quality and environmental concern.

Membership is open to all companies working in the tourism industry. The membership applies to the whole operation of the company within the industry. All applicants shall have valid permits for their operation where such permits are applicable.

Members shall not belong to any labour organisation, which is a party of the Association’s labour agreements.

The Association is a member of The Confederation of Icelandic Employers (VSÍ) and members of the Association are as well members of VSÍ. Companies’ belonging to The Cooperative Employers Association can continue to be so and such membership replaces a membership of VSÍ.

Membership application shall be submitted in writing and sent to the office of SAF. Accompanying the application shall be a copy of a valid operation permit, where applicable, information on managers, field of operation, salaries paid and annual turnover. The application is considered accepted if a majority of the board accepts it and takes effect when a part of the annual fee has been paid. A rejection of membership can be referred to the AGM but there it requires 2/3 of all votes to be accepted.

Resignation shall be in writing and sent to the office of SAF three months in advance and takes effect at the end of year.

Resignation is not permitted whilst labour disputes are in effect.

The board can dismiss member from the Association on the grounds of:

1. Non payment of membership dues

2. A serious breach of the constitution of the Association or rules of good conduct

3. If a member in no longer eligible

The party in question can refer such verdict to a members’ meeting (see paragraph 8) but there a 2/3 majority is required to overrule the board.

Membership fees are decided by the AGM and are based on company turnover as follows:

Turnover in millions:	Membership fee in krónas per year
Up to 5	15.000
5-15	25.000
15-35	37.000
35-50	50.000
50-80	75.000
80-110	100.000
110-250	150.000
250-500	200.000
500-1000	300.000
1000-3000	400.000
Over en 3000	500.000

Due dates are at least two, but further decision can be made by the board.

The Annual General Meeting is the highest authority in the matter of the Association and shall be held between 15th February and 30th April each year. The Board shall announce the meeting in writing to all members at least 14 days in advance. The agenda shall be included in the announcement. The AGM is valid if properly announced.

The agenda shall be as follows:

1. Election of chairman and secretary

2. Board report of previous year

3. Accounts of previous year

4. Proposals for amendments of the constitution. The nature of the proposals shall be introduced in the announcement of the AGM

5. Membership fee

6. Elections
   - Election of President
   - Election of 6 Board members
   - Election of two auditors of which one shall be a CPA

7. Other matters

Members´ meetings are to be held as often as deemed necessary. If ¼ of members or the majority of the board insists upon a Members´ meeting, the Board shall comply within 30 days. A letter, including agenda, shall bee sent to all members at least 7 days in advance, to announce such a meeting.

On AGM and Members´ meetings each company has votes according to membership fees paid the previous year. A record of the number of votes shall bee sent to each member before the AGM and that number of votes shall be valid until next year’s AGM. On AGM and Members´ meetings a simple majority of votes rules unless otherwise stipulated in this constitution.

Each full whole thousand króna in paid membership fees gives one vote. Unpaid membership fees do not count. Each company can only have one voting representative. The Board shall be notified about who represents the company and carries the vote.

A member can give another member in good standing a written proxy for his vote on SAF meetings. A proxy can not be given to a single person for more than 5% of the total votes.

The AGM elects a 7-person Board that administers the Association between AGMs. The President shall be elected independently on the AGM. The Board divides other responsibilities between themselves.

The election of the board on the AGM shall be as follows:

1. President is elected independently for a period of two years.

2. Other Board

3. Auditors are elected for one year; at least one shall be a CPA.

The election of the Board shall be by secret ballot. Other elections shall be by show of hands. A secret ballot shall be carried out if a voting member insist upon it. President and Board members are eligible for a maximum of six consecutive years.

The Board shall each year appoint an election committee, for the purpose of preparing and overseeing the election of the Board. The Board can authorise the elections committee to seek nominations for office from the members and make recommendations there bout to the AGM.

The Board shall hold meetings as often as it deems necessary. Resolutions and decisions are legal if a majority of board members are present. A simple majority rules. The President of the Association calls for Board meetings and is obliged to do so if requested by two Board members.

The tasks of the Board are:

- To carry out the decisions of the AGM
- To hire a General Director and set his tasks
- To decide on matters rising between AGM
- To announce members´ meetings if a request has been put forth
   or if the Board deems it necessary
-To prepare the AGM of the Association

A written journal shall be kept on meetings and activity of the board.

Within the Association are functioning Working comities that shall discuss and advise the board on the matters relating to them. Participation in the Working committies are open to all members whose field of business is within the scope of the Working committee, but when Working committies are appointed each company has one vote.

The Working committie´s are as follows:

1. Airlines

2. Restaurants

3. Accommodation

4. Travel bureau’s

5. Car rentals

6. Bus companies

7. Recreation companies

AGM can decide on further Working committie´s.

The AGM shall elect a 5-person board for each Working committee. The Board shall define the scope of their responsibilities and duties.

The Board of the Association appoints a General Manager and sets his duties. The General manager shall perform all administrative duties in co-ordination with the Board. He shall be in charge of personnel and responsible for daily operations. He shall make proposals to the Board regarding operational matters and emphasis in the work of the Association. The General Manager is entitled to attend all meetings with a consultative voice.

This constitution can only be amended by AGM where the proposals have been introduced in the announcement. For an amendment to be accepted a 2/3 majority of all cast votes on the AGM is required. Proposals for amendment shall reached the Board on 31st January the latest.

The Icelandic Travel Industry Association shall only be dissolved if a proposal to that effect is accepted with a 2/3 majority both on a AGM and a special members´ meeting. The meetings shall be held with a minimum of two and a maximum of four months interval.

This constitution takes effect on the founding meeting of the Icelandic Travel Industry Association on the 11th November 1998.