Articles of Association for the not-for-profit Foundation Sjókovin
Art. 1 Name and registered office
The name of the Foundation is Sjókovin and it is not-for-profit. The Foundation’s other designations are Blue Resource and Ocean Cluster Faroes. The Foundation’s registered office is Eysturkommuna.
Art. 2 Purpose
The Foundation’s purpose is
to foster sustainable development and innovation in the Faroese marine recourse industry by providing knowledge services through research and participation in international projects in order to transfer new knowledge to the Faroe Islands and Faroese knowledge to the world.
to act as a communication hub for marine resource companies and inform the public about issues relating to these.
Art. 3 Assets and basic capital
On establishment the Foundation has received from 4 of its founders the cash sum of DKK 400,000 from each, meaning a total of DKK 1.6 million, which is the Foundation’s basic capital. In addition, the Foundation will receive from the fifth founder Sp/f Syntesa a transfer of ongoing projects, which will be given by Syntesa to the Foundation. This is applicable to financing not yet disbursed as per the date of establishment. The Foundation will on establishment take over the tasks/obligations and financing of around DKK 3.12 million, which Syntesa Sp/f has received in relation to the European Union H2020 projects: FarFish, Aquavitae and NextGenProteins.
No special rights are granted to the founders or others. All of the Foundation’s assets, including its basic capital, are definitively severed from the founders.
Art. 4 Board
The Foundation will be governed by a Board made up of 5 members, who have been elected at its establishment, on nominations from Føroya Arbeiðsgevarafelag, Føroya Reiðarafelag, Føroya Havbúnaðarfelag, the Minister for Industry and Trade, by the founders for terms of 1 and 2 years, respectively, from the date of establishment, the Rector of the University of the Faroe Islands is a permanent member of the Board.
The members of the Board will hereafter be elected by Føroya Arbeiðsgevarafelag, Føroya Reiðarafelag, Føroya Havbúnaðarfelag, and the Minister for Industry and Trade with one each. Should the Rector of the University of the Faroe Islands not wish to take up a seat on the Board, then the Board shall elect a fifth member instead. Board members are elected for 2-year terms.
The Board members appointed by Føroya Arbeiðsgevarafelag and Føroya Reiðarafelag in conjunction with the Foundation, shall, however, only serve for an initial term of 1 year. After this, 2 members will be elected every other year and 2 members every other year. Board members may be reelected.
The Board is independent of the founders, as well as of the entity that elected them. The Board organises itself, including electing a chair. If a board member leaves the Board before their term has concluded, a new member shall be elected in their stead by the entity that elected the outgoing member.
If, for any reason, there is no Board, then a new Board will be appointed by the Faroese Government.
It is the aim that the Board should, as a minimum, be equipped with the following competences and experience: fisheries, aquaculture, research, international cooperation, innovation, new knowledge application, product development, production development and market development, macro economics applied to marine resources, sustainable development and administration of fisheries and aquaculture industries.
The Board is entrusted with the governance of the Foundation in all matters and areas. No decisions can be made at board meetings, unless a majority of board members are present.
Decisions will be made following ordinary majority procedures. In case of ties, the chair shall have the casting vote. All activities at board meetings shall be entered into a minute book, which shall be signed by the Board. The Board establishes its own working procedures.
The Board exercises oversight of the Foundation’s finances. All expenses arising from the establishment of the Foundation shall be paid for by the Foundation.
The Board shall receive fees in accordance with the generally applicable public rules and regulations on allowances and attendance fees.
Art. 5 Management
The Foundation will recruit a Director to tend to its day-to-day management. The Director is empowered to recruit people to work for the Foundation.
Art. 6 Subscription rights
The Foundation shall be bound by the signature of the Chair together with the Director or two of its board members acting together.
Art. 7 Accounting
The Director shall set up the annual accounts, which are subject to the approval of the Board. The accounting year is the calendar year. The first set of annual accounts shall open on establishment and close at the end of 2020. An auditor selected by the Board shall audit the accounts.
Art. 8 Use of profits
Any annual profits shall be used to pursue the Foundation’s purposes.
Art. 9 Amending the Articles of Association and dissolution
The Board may with a majority of 4/5 of its members adopt any amendments to these Articles of Association and unanimously decide to dissolve the Foundation. In case of dissolution of the Foundation, its assets shall be transferred to Research Council Faroe Islands for administration pursuant to the Foundation’s purposes.