Bylaws

[These by-laws are translated from Finnish and are not registered.]

1. Name and domicile of the association

The name of the association is Code from Finland ry (Koodia Suomesta ry in Finnish) and its domicile is Tampere.

2. Purpose and nature of activities

The purpose of the association is to promote appreciation for Finnish software development in Finland and abroad.

To fulfil its purpose the association:

  • plans and organises seminars, training, and conferences
  • organises cultural and other events, festivities, and similar activities
  • engages in reporting and publishing activities
  • carries out studies
  • grants awards
  • awards scholarships
  • participates in social dialogue through public statements, opinions, and so on

To support its activities, the company, having obtained the relevant permits when necessary:

  • accepts financial contributions, donations, and wills
  • owns immovable and movable property for its activities
  • organises fundraising campaigns and lotteries
  • enters into sponsorship contracts
  • sells accessory products related to the association’s activities on a small scale

3. Members

The association has company (proper), community and supporter members. Membership is open to Finnish corporations, cooperatives, associations, and other organisations of legal capacity, as well as private citizens of Finland. Only full members of the association have the right to vote at the association’s meetings.

Members must have a functioning email address as their contact information, and members are obligated to inform the association of changes to their place of residence or email address.

4. Resignation and dismissal

Members have the right to resign from the association with a written announcement to the Board or its Chairperson, or by announcing their resignation to be recorded in the minutes at a meeting of the association.

The Board may dismiss a member from the association if they have not paid their membership fee by the due date or have otherwise not fulfilled the obligations they committed to when joining the association, or if their actions in the association or outside it have caused it considerable harm, or if they no longer fulfil the membership criteria stated by law or by the rules of the association.

5. Entry and membership fee

The annual meeting decides on the amount of the entry and membership fee to be collected from members. The entry and membership fee may vary each year for different types of memberships, kinds of legal entities, and also based on the size of the member organisation.

6. Board of Directors

The Board takes care of the matters of the association. It consists of a Chairperson, 2-7 other actual members, and 0-3 substitute members, selected at the annual meeting.

The term of office of the Board is the period between annual meetings.

The Board chooses a Vice Chairperson from amongst them, and appoints a secretary, a treasurer, and other necessary personnel from either amongst them or outside the Board.

The Board convenes when requested by the Chairperson, or by the Vice Chairperson if the Chairperson is prevented from doing so, when they deem it necessary, or when at least half of the Board members demand it.

At least half of the Board members, including the Chairperson or Vice Chairperson, must be present to constitute a quorum. Votes are settled with an absolute majority. If the votes are tied, the Chairperson has the deciding vote. However, in elections, the tie is settled by drawing lots.

7. Signing on behalf of the association

Two together of the Chairperson of the Board, the Vice Chairperson, the secretary, and the treasurer may sign on behalf of the association.

8. Accounting period and operation inspection/audit

The accounting period for the association is the calendar year. A closing of the accounts, along with its required documents and an annual report by the Board, must be handed over to inspectors/auditors at least a month before the annual meeting. Inspectors/auditors must hand over their written statement to the Board at least two weeks before the annual meeting.

9. Meetings

It is possible to participate in a meeting (if the Board or the meeting so decides) by mail or a data connection or some other technological device during and before the meeting.

The annual meeting is held annually during a period between January and May, with the Board deciding on the date.

An additional meeting is held if the meeting so decides, or if the Board deems it necessary, or if at least one tenth (1/10) of the members with a voting right demand it from the Board in writing, for a specifically announced purpose. The meeting must be held within thirty days of the demand being presented to the Board.

Each full member has one vote in meetings. The decision of the meeting will be, unless otherwise stipulated by the rules, the opinion supported by more than half of the votes given. If the votes are tied, the Chairperson has the deciding vote. However, in elections, the tie is settled by drawing lots.

10. Convening meetings

The Board must call meetings of the association at least seven days before the meeting by letters sent to the members, by an announcement in a newspaper published in the association’s domicile, or by email.

11. Annual meeting

The following matters are covered in the annual meeting:

  • opening the meeting
  • selecting a chairperson for the meeting, a secretary, two examiners for the minutes, and, if necessary, two counters of votes
  • stating the legality and quorum of the meeting
  • approving the agenda for the meeting
  • presenting the financial statement, annual report, and inspectors’/auditors’ statement
  • confirming the financial statement and discharging the Board and other accountable persons from liability
  • approving the strategy, estimated income and expenditure, and the amount of the entry and membership fee
  • selecting the Chairperson and other members of the Board
  • selecting one or two operation inspectors and their deputies, or one or two auditors and their deputies
  • discussing other matters mentioned in the notice of meeting

If a member would like the annual meeting to discuss a particular issue, they must send a written motion to the Board sufficiently in advance so that the matter can be included in the notice of meeting.

12. Changing the rules and dissolving the association

Decisions on changing the rules and dissolving the association must be made in a meeting by a majority of at least three quarters (3/4) of the votes given. The notice of meeting must state the matter as changing the rules or dissolving the association.

If the association is dissolved, its funds are used to advance the purpose of the association in a manner specified by the meeting that decides to dissolve the association. If the association is abolished, its funds are used for the same purpose.

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