Constitution and by-laws of The Foreign Bankers Association in Sweden.
1. Name and domicile
The name of the Association is “Foreign Bankers Association in Sweden”. The domicile of the Association is established in Stockholm.
2. Objective etc.
The objective of the Association is to promote relations between the foreign banks and other foreign financial institutions, conducting business through a branch or a representative office located in Sweden, (hereinafter jointly referred to as foreign banks or banks) and to facilitate their relations with Swedish authorities and other organizations or associations in Sweden that are of particular interest to the banks and their activities. The official language of the Association is English.
3. Eligibility for membership
Eligible for membership are the branches and representative offices of foreign banks in Sweden. Membership by each bank shall be vested in the branch manager or the chief representative or his or her deputy. Members are admitted by the Board. The Association may elect as honorary President and/or as other honorary members persons to whom the Association owes a debt gratitude or who may be expected to advance the objective of the Association. Proposals for such elections shall be made in writing to the Board by one or several members. If a proposal to this effect is recommended by the Board, it shall be submitted for vote at the annual meeting of the Association, whereupon a majority of at least three fourths of the votes cast shall be required for adoption. If the Board does not approve of the proposal, it shall not be brought to the knowledge of the annual meeting or others or recorded in the minutes of the Board. Honorary members shall have no voting rights and shall be exempt from Association dues.
Membership dues are entrance fee and annual dues which shall be fixed each year at the annual meeting of the Association for the subsequent calendar year. A member who wishes to resign from the Association shall inform the Board in writing to this effect. Such resignment shall not give right to any repayment of the entrance fee or the annual dues, unless otherwise decided by the Board.
5. Board of Directors
The business of the Association shall be managed by a Board of Directors consisting of not less than four and not more than twelve persons, including a Chairman, a vice Chairman, a Secretary and a Treasurer, all of whom shall be elected at each annual
meeting from and by the members for the period up to the end of the next annual meeting. Half of the number of Directors constitute a quorum. All decisions of the Board shall be adopted by a simple majority of the Directors voting and, in the case of parity of votes, the Chairman shall have a casting vote. The Board in full as well as the Chairman of the Board together with one other Director shall be entitled to represent, and to sign for and on behalf of the Association. The Board shall be empowered to co-opt temporary Board members to fill vacancies caused by resignations for the duration of the unexpired term of office. The Board shall also have the power to appoint special committees, if so deemed necessary or appropriate by the Board.
6. Board meetings, meetings of the Association and financial year The Board shall meet at least three times a year. Minutes shall be kept at the Board meetings. The annual meeting of the Association shall be held not later than in April each year, unless the Board decides that the meeting shall take place at a later date, however not later than in June. An extraordinary meeting of the Association shall be convened by the Board, if so decided by the Board or requested in writing by a member of the Association. The Association’s accounts shall be settled and balanced per calendar year.
7. Meeting notices and agenda
Notices convening annual and extraordinary meetings, together with a proposed agenda, shall be mailed to each member not earlier than five and not later than three weeks prior to the meeting. At each annual meeting the following matters shall be on the agenda:
a) Election of chairman of the meeting.
b) Election of one checker of the minutes in addition to the Chairman.
c) The question as to whether the meeting has been duly convened.
d) Presentation of the annual report of the Board and of the report of the auditors for the past financial year.
e) The question of adoption of the income statement and the balance sheet.
f) Allocation of the profit or loss according to the balance sheet adopted. g) The question of discharge from liability of Directors of the Board in respect of the period covered by the annual report.
h) Decision of the number of Board members to be elected at the meeting.
i) Decision on the number of auditors, amounting to one or two, to be elected for the period up to the end of the next annual meeting.
j) Election of a Chairman, a deputy Chairman, a Secretary, a Treasurer and other Board members, as the case may be.
k) Election of auditors.
l) Election of the Nomination committee consisting of three members, of which one is convener.
m) Fixing of entrance fee and annual dues.
n) Other matters submitted by the Board or by one or several members to the meeting for decision.
8. Voting at annual and extraordinary meetings
Each member is entitled to one vote. Only a member may act as proxy for another member, and no member may execute more than one proxy. Unless these by-laws require a special majority, all decisions of the meeting shall be adopted by a simple majority of the members voting and, in the case of parity of votes, the Chairman of the meeting shall have a casting vote. Voting shall be open. Elections shall be conducted by secret ballot, however, if one of the voting members present so requests.
9. Finances of the Association
The finances of the Association shall be managed by the Treasurer under the supervision of the Board. The treasurer shall keep accounts, a summary of which shall be incorporated in a balance sheet and income statement for each calendar year and included in the Board’s annual report. The annual report shall be presented to the auditors not less than three weeks prior to the annual meeting.
The auditors shall audit the books and inspect the annual report of the Board and shall submit to the annual meeting an audit report including a recommendation or non-recommendation to discharge from liability of the Directors of the Board.
11. Amendments of the by-laws
Amendments of the by-laws of the Association may be decided by the members at an annual extraordinary meeting. Such decision requires a majority of at least two-thirds of the votes cast. Proposals for amendments may be made by the Board or by one or several members separately. In the latter case the proposal shall be sent to the Board in such time as will be necessary to make it possible for the Board to give its opinion on the proposal and to include the proposal together with its opinion thereon in the notice to convene the relevant meeting. Also a Board proposal to amend the by-laws shall be included in the notice.
12. Dissolution of the Association
A proposal to dissolve the Association shall be handled in the same way as proposals for amendments of the by-laws and a resolution of dissolution requires a majority of at least two-thirds of the votesncast. Furthermore, a resolution to dissolve the Association, in order to be valid, must be confirmed at a subsequent meeting to be held not earlier than two months after the first meeting. Also such confirmation requires at least a two-thirds majority of the votesncast. If the Association is dissolved, all its assets, after payment of any debts, shall be used for charitable purposes as decided by then meeting resolving of the dissolution.