Article 1. Appointment of the Board.

The Board of Directors of Sjálfsbjörg, the National Federation of the Disabled, registration number 570269-2169, hereinafter referred to as Sjálfsbjörg, shall consist of five main members who shall be elected at the national convention for a two-year term. Additionally, two alternates are elected. Board members may resign at any time upon notice to the Self-Help Board.

Article 2. Conflicts of Interest.

Board members and the executive director shall disclose to the Board of Self-Help any conflicts of interest, whether personal or business, that may cause their disqualification from the work of the board and the handling of certain matters.

Board members shall uphold the activities of Sjálfsbjörg and not mix personal matters with the affairs of the national federation.

Article 3. Division of Labor within the Board.

The chair of the board is first among equals and bears primary responsibility for the board's activities. The chair shall foster effectiveness in all of its decision-making. In addition, the chair of the board shall, among other things:

• Ensure that new board members receive information and guidance on board procedures, the affairs of Sjálfsbjörg, and key matters concerning the national federation.
• Ensure that the board receives accurate and clear information and data in its operations so that it can carry out its duties.
• Receive proposals for meeting topics, ideas, and opinions from board members between meetings and channel them, together with the executive director, as appropriate and necessary.
• Prepare the agenda for board meetings, in consultation with the executive director, and manage their convening, including calling a board meeting at the request of a board member.
• Take the initiative to review these rules of procedure.

Article 4. Powers and Duties of the Board.

The board holds the ultimate authority in the affairs of Sjálfsbjörg between national conventions and bears primary responsibility for the organization of its activities.

• The board shall take the initiative in shaping the policy of Sjálfsbjörg and work closely with the executive director.
• The board shall oversee fundraising for the operation of Sjálfsbjörg in cooperation with the executive director.
• The board makes decisions on all matters concerning the operations of Sjálfsbjörg in accordance with the association's bylaws and platform.
• The board reports on its activities to the chairs of the member associations and submits important strategic matters to them.
• The board is authorized to appoint temporary committees or working groups on specific issues or subject areas and to set rules for their operations.
• The Board appoints members to public committees and councils as appropriate. The Board issues letters of appointment to representatives on such committees or working groups, which specify, among other things, their duties, term of appointment, and authority for committee work.
• Board members shall familiarize themselves with the laws and regulations governing non-profit organizations and the activities of the national association, and understand their role and responsibilities. In addition, board members shall familiarize themselves with the United Nations Convention on the Rights of Persons with Disabilities, as it forms the basis for the activities of Sjálfsbjörg.
• Board members shall make independent decisions in each individual case, guided by the interests of Sjálfsbjörg.
• Board members shall have an understanding of the goals and objectives of Sjálfsbjörg and how they should conduct their work to contribute to the achievement of these goals.
• Board members shall request information from the chairman and the executive director and review all documents and information they believe they need to have a full understanding of the operations and to make informed decisions.
• Board members shall ensure that the board's decisions are implemented and that the laws and regulations are always followed in the operation of the national association.
• Board members shall promote a good work environment within the board.
• The majority of the board of directors of Sjálfsbjörg lsh. write the company's checks. The chairman and the executive director have power of attorney for Sjálfsbjörg lsh.
• The board makes decisions in all matters that are considered unusual or significant, but important and strategic matters must be brought before the chairperson's meetings. However, the board may authorize the chairperson to handle such matters. Likewise, the chair may handle such a matter if it is not possible to wait for the board's decision without significant detriment to the organization's operations. In such cases, the chair shall immediately notify the board of Sjálfsbjörg of the matter's resolution.
• The board may, in special cases, assign specific matters to one or more individual board members for review and preparation for action at a board meeting.
• Reviews and resolutions are submitted to the board for approval by email and are considered approved when three of the five board members have given their consent, unless a board member has requested a board meeting on the matter.

Article 5. Representation of the Board

The chairperson of the board is its spokesperson and acts on its behalf regarding external matters for Sjálfsbjörg, in consultation with the board.

The chairman of the board represents the board before the CEO.

Article 6. Notice of Meetings, etc.

The board shall meet at least eight times a year. The chairperson shall call a board meeting with at least one week's notice and shall send out an agenda with the meeting notice. Requests from board members for meeting topics shall be submitted to the chairperson.

A board meeting shall be called upon the request of a board member and shall be held within five days of the request. A board meeting is quorate if a majority of the board members attend, including through electronic participation.

The notice of the meeting shall be by email. Written materials regarding individual agenda items shall, when possible, generally be sent to board members at least two days before the meeting, unless the chair decides otherwise. The chair may decide that written materials will be distributed at the meeting and returned at the end of the meeting.

The following matters shall normally be addressed at regular board meetings:

• Minutes of the last meeting.
• Report of the Chairman on the activities of Sjalfbjorg.
• Follow up on the implementation of decisions made at board meetings.

Article 7. Authority to Decide, Voting, etc.

The board is quorum-based, meaning it can make decisions only when a majority of its members are present at a meeting, provided the meeting was called in accordance with Article 6 of these bylaws. However, a significant decision may not be made without all board members having had the opportunity to discuss the matter, where possible.

The chairperson convenes meetings and the vice chairperson in their absence. A simple majority of votes decides the outcome of board meetings on all matters. The chairperson's vote is the tie-breaking vote.

If the chairperson deems it inappropriate, due to special circumstances, to wait for a board meeting to be held, they may then decide to convene an electronic board meeting or to present the matter to the board members in writing by email or telephone and hold a vote among the board members electronically.n a meeting or by email.

Directors are bound only by their conscience, not by the instructions of those who elected them. Matters should generally not be put to a vote at board meetings unless the directors have received the relevant materials or sufficient information about the matter before the meeting and have had time to familiarize themselves with its contents.

Matters to be decided shall generally be submitted to the board in writing. If matters are presented at a board meeting for information, such presentation may be oral.

Article 8. Minutes and Minute Book

The chair of the board shall ensure that a minutes is kept of board meetings and of the board's decisions.

The following shall be recorded in the minutes:

• Where and when the meeting is held.
• Who is attending the meeting and who is leading it?.
• Agenda of the meeting.
• A short report on discussions at meetings and what decisions have been made.
• When and where the next board meeting will be held, if applicable.  Who wrote the minutes.
• A board member who disagrees with a board decision has the right to have their dissenting opinion recorded in the minutes.
• The minutes of each meeting are submitted to the board electronically for review and are then approved at the next meeting. Minutes shall be kept in a file accessible to board members.

Article 9. Duty of Confidentiality and Secrecy

Board members are bound by confidentiality regarding the conduct of employees and other matters they become aware of in their capacity as board members, and which are to be kept confidential by decision of the board, the bylaws of Sjalfsbjarg, law, or the nature of the matter, unless the matter is one that the board decides to make public or such disclosure is required by the provisions of laws and regulations governing non-profit organizations or the bylaws of Sjalfsbjarg. The duty of confidentiality remains in effect after leaving the position.

If a board member breaches their duty or otherwise violates the trust placed in them, the board shall discuss the matter and may decide to call a chairperson's meeting, which will decide whether to elect a new board member. The board member in question is considered guilty of misconduct is ineligible to vote on whether to call a membership meeting but shall be given an opportunity to address the allegations beforehand.

A board member shall securely safeguard all data that is provided to them to perform their duties as a board member.

Board members, other than the chairperson, shall generally not speak to the media or address the public regarding the affairs of Sjálfsbjörg, unless authorized by the board.

Article 10. Ineligibility

A director and the CEO are required to immediately disclose any event or circumstances that could cause them to be disqualified from entering into agreements or handling matters. A director assesses their own eligibility, but the board decides whether a disqualification exists.

If the board's decisions concern matters of individual board members or the CEO, it is appropriate for the person in question to leave the meeting while the board takes a position on such matters.

Article 11. Information provision

At each board meeting, the chair shall provide the board with an overview of Sjálfsbjörg's activities since the last board meeting.

The board may, at meetings, require the chairman and other senior officers of Sjálfsbjörg for information and data necessary for board members to carry out their duties.

Information from the chairperson to the board must be in the format determined by the board. The board shall define what information is requested on a regular basis. Information and data shall be made available to board members in a timely manner before and between board meetings, and all board members shall receive the same information. Information shall be as up-to-date and accurate as possible at all times.

The board's report shall accompany the annual financial statements each year.

The chairman of the board shall ensure that the required notices and reports are sent to the business registry, the annual report registry, tax authorities, and other government authorities.

Article 12. Signing of the annual financial statements, etc.

The annual financial statement of Sjálfsbjörg shall be submitted to the board for approval, and the board shall sign the annual financial statement. If a board member believes the annual financial statement should not be approved, or has objections to raise that they believe the chairpersons/member associations should be made aware of, they must state this in their certification.

Article 13. Further rules on the operations of the board

Board members shall familiarize themselves with and be bound by the provisions of laws and regulations applicable to non-profit organizations, and by Sjálfsbjörg's specific rules on the handling of confidential information.

Article 14. Changes to the Board's Rules of Procedure

Only the board can make changes to these operating procedures. Changes to the operating procedures require the approval of a simple majority of the board. It is advisable that these operating procedures be reviewed annually.

Article 15. Custody and Handling of Operating Procedures

The rules of procedure shall be presented at the first board meeting after the annual general meeting, and considered and approved at the next subsequent meeting. The rules of procedure, with any amendments made, shall be kept with the minutes of the second board meeting following the annual general meeting. The minutes must record that the board members have read and approved these rules.

The newly elected board shall establish its own operating procedures or confirm the outgoing board's operating procedures with approval at a board meeting.

A copy of the bylaws and regulations of Sjálfsbjörg, as in effect at any given time, shall be provided to the board members, the executive director, and the auditors of Sjálfsbjörg. In addition, the bylaws shall be published on Sjálfsbjörg's website.