1.0. Name of organisation:
1.1. The name of the organisation is Bifröst University (Icel. Háskólinn Bifröst). The organisation operates under Act no. 33/1999 on Foundations Engaging in Business Operations, with subsequent amendments, and the Higher Education Institution Act no. 63/2006.
2.0. Domicile and venue:
2.1. The organisation’s domicile and venue are at Bifröst in Borgarbyggð.
3.0. Founder, initial capital and other contributions:
3.1. The founder of the private non-profit organisation is the Federation of Icelandic Cooperative Societies (Icel. Samband íslenskra samvinnufélaga), which in 1990 handed over the operation and assets of the Bifröst Cooperative College (Icel. Samvinnuskólinn Bifröst) to the organisation under the name of the Cooperative University (Icel. Samvinnuháskólinn), later the Bifröst School of Business (Icel. Viðskiptaháskólinn á Bifröst). The name of the organisation was later changed to Bifröst University.
3.2. The initial capital of Bifröst University is ISK 253,369,500 in the form of immovable property and the associated lot at Bifröst in the Norðurárdalur valley, along with contractual rights, equipment and other movable property, teaching tools, library, art objects and other assets. In addition, the University received a capital increase of ISK 65,105,022 from 2011 in the form of grants from the Federation of Icelandic Cooperative Societies, Samvinnusjóðurinn, Samkaup, Kaupfélag Borgfirðinga, the Confederation of Icelandic Employers and the Municipality of Borgarbyggð.
3.3. The assets of the University may not be used in any manner except that which is consistent with the objectives and purpose of the University under this Charter and contributes to its advancement.
3.4. The liabilities of Bifröst University are covered by all its assets and any other assets it may subsequently acquire. No privileges in the organisation are granted to its founders.
3.5. The disposable income of Bifröst University shall constitute income from school fees and training courses, contributions from public entities, potential return on initial capital, interest income and any other funds that Bifröst University may acquire. Bifröst University accepts grants, gifts and other contributions from individuals, businesses, organisations, public and semi-public bodies and other parties wishing to contribute to its operation. In disposing of its income, Bifröst University shall be mindful of the objectives stated in Article 4 below.
3.6. Bifröst University shall be financially independent and have its own identification number (Icel. kennitala), and the Board of Governors shall see to it that the books are properly kept. The operating and fiscal year of Bifröst University is the calendar year, from January 1 to December 31 of each year.
4.0. Purpose of Bifröst University:
4.1. The chief purpose of Bifröst University is to promote and strengthen the Icelandic economy and the community by providing outstanding university-level education in the fields of business, law and the social sciences. The University shall also be a venue for dynamic research in these same subject areas. The University places special emphasis on its ties with the working world and organises its degree programmes to centre on independent student work, applied assignments and idea and project development. The University cultivates international and domestic partnerships with other higher education institutions in the area of teaching and research. Bifröst University trains its students with respect to initiative, adaptability and flexibility, guided by the beacons of creative and critical thinking.
5.0. Administrative structure of Bifröst University:
5.1. The Board of Governors of Bifröst University consists of five individuals, each appointed for a two-year term. Each of the following parties shall appoint one principal member and one alternate: the Municipality of Borgarbyggð, the University Council of Bifröst University, the Alumni Society of Bifröst University, the Federation of Icelandic Cooperative Societies and the Confederation of Icelandic Employers. Appointments are staggered, with three members appointed every other year and two the following year. Alternates shall be appointed in the same manner. Alternates shall sit on the Board in the absence of the principal member for whom they serve as alternate. The Council of Representatives shall make decisions regarding remuneration for board members for their work.
Temporary provision: At the annual general meeting of Bifröst University in the spring of 2012, appointing parties shall appoint their representatives to the Board of Governors as per the provisions of Article 5.1 for the first time. It shall be decided by lot which two members (both principal and alternate members) will be appointed for a one-year term and which three members shall be appointed for a term of two years.
5.2. The Board of Governors shall divide duties among its members and elect a chairperson and deputy chairperson. A majority vote shall be decisive in the organisation’s Board of Governors. The signatures of a majority of the members of the Board shall bind the organisation. Board members may not sit on the Bifröst University Council of Representatives. In appointing members, care shall also be taken to ensure that the majority of principal and alternate members are neither students nor employed at Bifröst University.
5.3. The Board of Governors shall work towards the objectives and purpose of Bifröst University as outlined in Article 4 and ensure to the best of its ability that the cost of financing the University’s activities remains moderate and in conformity with the operating budget. The Board of Governors of the University is responsible for supervision and control of the affairs, assets and operation of the University as permitted by law, as well as of the funds and organisations under the authority of Bifröst University. The Board of Governors sets University policy in consultation with the Council of Representatives; makes decisions regarding the creation of new departments, organisations and funds; establishes overall working arrangements for the University; and determines, among other things, tuition fees. The Chair of the Board shall call meetings. Furthermore, a meeting shall be called if any member of the Board so requests, in which case a meeting of the Board shall be held within one week of submission of a formal written request. Meeting minutes shall be kept for meetings of the Board of Governors. The Board of Governors shall establish its own procedural rules concerning its activities and how it intends to function in keeping with the objectives stated in Article 4. Important decisions may not be made without all members of the Board having the opportunity to discuss the matter, if at all possible.
5.4. The Board of Governors appoints the Rector and determines the terms of the Rector’s employment. The Rector represents Bifröst University to external constituencies, as well as in interactions with students and employees; sees to day-to-day operation of the University; and is responsible to the Board for its operation. The Rector attends meetings of the Board of Governors with the freedom to speak and submit motions, unless the Board decides on an alternative arrangement in individual circumstances. Day-to-day operation of the University does not include major or extraordinary measures. The Rector may only take such measures with special authorisation from the Board of Governors. The Rector is responsible for the financial management of the University under the authority of the Board of Governors; at the end of each financial year, the Rector must submit an exhaustive budget for the coming academic year for the University and all organisations connected with its operation to the Board of Governors for approval. Expenditures and undertakings in excess of the authorisation of the Board of Governors are not permitted. The Rector appoints and dismisses employees. The Rector shall report to the Board of Governors on the appointment of academic staff, department heads, directors and other managers. The Rector is responsible for the publication of a report on the University’s activities at the end of each academic year. The Board may grant signing authority for the University to persons other than the Rector or decide to entrust a third party with the administration of its assets or the carrying out of individual projects or tasks.
The Board of Governors of Bifröst University formulates University policy and sets the University Regulations. As further provided in the University Regulations and other University rules, the University Council is the highest authority in the internal affairs of the University. It shall make decisions regarding academic matters, teaching, study requirements and research, work practices and relations within the organisation. The constitution and activities of the University Council are further provided for in the University Regulations.
5.5. The general meeting of Bifröst University, which is also a meeting of the Council of Representatives, shall be held every year in connection with the annual general meeting of the University, pursuant to Article 23 of the Higher Education Institution Act no. 63/2006, no later than in May.
5.6. At the general meeting of Bifröst University, the following matters shall be dealt with and decisions reached regarding them:
5.7. The Board of Governors shall maintain accounts and shall submit an annual financial statement at the general meeting, audited by a statutory auditor. The Board of Governors shall monitor the financial status of Bifröst University closely, in particular with regards to the ability of income to cover costs and liabilities.
5.8. Fifteen individuals shall sit on the Council of Representatives of the organisation, and five alternates. Representatives shall be appointed for a three-year term, with five representatives appointed every year. Principal members may not sit on the Council of Representatives for longer than three successive terms. Alternates on the Council of Representatives shall be appointed in the same manner as principal members, but for a period of one year at a time only. The parties appointing principal and alternate members to the Council of Representatives shall be the same as those appointing the Board of Governors of Bifröst University. Every year, each nominating party elects one principal member and one alternate. Members of the Council of Representatives may not be older than 75 years; members who reach this age during their term on the Council shall immediately resign their seat at the next meeting of the Council, irrespective of how much time remains of their term. In such instances, a new representative shall be elected to serve for the remainder of the older representative’s term. In appointing representatives, care shall be taken to ensure diversity in the composition of the Council; among other things, it shall be kept in mind that the gender ratio should be kept as equal as possible.
Temporary provision: The Bifröst University Council of Representatives shall begin its work at the general meeting of the University to be held in the spring of 2012. Appointment of council members (principal members and alternates) shall be complete by June 1 2012. It shall be decided by lot which of the appointed council members for each appointing party shall sit for a one-year term on the first Council of Representatives, which representative shall sit for a two year-term and which representative shall sit for the full term in accordance with the rules outlined in this Charter.
5.9. The Council of Representatives shall meet at least once a year, and this meeting shall likewise be the annual general meeting of Bifröst University. Meetings of the Council of Representatives are the highest authority in the affairs of the University. The Council of Representatives shall hold additional meetings when the Board of Governors of Bifröst University deems this to be necessary or a majority of council members so request. If a proposal for amendments to this Charter is to be dealt with at a meeting of the Council of Representatives, the substance of said proposal shall accompany the meeting notice. The Board of Governors calls meetings of the Council of Representatives, and they shall be called with a minimum of two weeks’ notice.
5.10. Any profit from the operation of Bifröst University shall be used for the tasks provided for in Article 4 of this Charter. The Board of Governors is permitted to set aside a reasonable sum to secure the financial position and continued operation of the University. Any potential loss resulting from the activities of the organisation will be paid out of its funds or carried over to the following accounting year.
6.0. Amendments to the Charter, confirmation and special provisions:
6.1. All members of the Council of Representatives and Board of Governors may make proposals for amendments to this Charter. Such proposals shall be tabled at the annual general meeting or a Council of Representatives meeting, where they shall be presented, a position taken on them and a vote held. Proposals for amendments to the Charter shall be submitted to the Board of Governors, with sufficient advance notice for them to be included in the meeting notice, cf. Article 5.9. For amendments to the Charter to enter into force, a quorum of 10 of 15 members of the Council of Representatives must attend a legally called meeting of the organisation, and the same number must approve the amendments.
6.2. Proposals to annul the Charter of the organisation and dissolve Bifröst University shall be handled in the same manner as those for amendments.
6.3. In the event that the private non-profit organisation Bifröst University is to be dissolved, the Council of Representatives shall appoint a special resolution committee to settle the organisation’s debts, dispose of its assets and wind up its operations, as applicable. Assets in excess of liabilities shall be given to causes determined by a qualified majority of members of the organisation’s Council of Representatives at a formal meeting of the Council of Representatives, within the scope of the objectives stated in Article 4 of this Charter.
6.4. Confirmation of this Charter shall be sought from the Commissioner of Inland Revenue. Should the Charter be amended, or should the dissolution of the organisation be approved, confirmation shall be sought from this same party concerning these measures.
This Charter is hereby confirmed, pursuant to Act no. 33/1999 on Foundations Engaging in Business Operations, with subsequent amendments; the provisions of the Act shall apply to the activities of the organisation where Charter provisions are silent.
Approved unanimously at a meeting of the Board of Governors of Bifröst University.
Reykjavík, 7 May 2012
On the Board of Governors of Bifröst University: