[These bylaws are translated from the Finnish version, 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 fulfill its purpose the association:
plans and organizes seminars, trainings, and conferences
organizes cultural and other events, festivities, and similar activities
engages in reporting and publishing activities
carries out studies
participates in social dialogue through public statements, opinions, et cetera
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
organizes fund-raising campaigns and lotteries
enters into sponsorship contracts
sells accessory products related to the association’s activities on a small scale
Membership is open for Finnish corporations, cooperatives, associations, and other organizations of legal capacity, as well as private citizens of Finland.
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 in a meeting of the association.
The Board may dismiss a member from the association if they have not paid their membership fee by due date or otherwise have not fulfilled the obligations they committed to when joining the association, or their actions in the association or outside it have caused it considerable harm, or they no longer fulfill the membership criteria stated by law or 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 kinds of legal entities.
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 in the annual meeting.
The term of office of the Board is the period between annual meetings.
The Board chooses a Vice Chairperson amongst them, and appoints a secretary, a treasurer, and other necessary personnel amongst them or outside the Board.
The Board convenes when requested by the Chairperson or 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. Writing the name of the association
The name of the association is signed by the Chairperson of the Board, Vice Chairperson, secretary, or treasurer, two together.
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.
It is possible to participate in a meeting (if the Board or the meeting so decides) also 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 from January to May with the Board deciding on the date.
An additional meeting is held when the meeting so decides or when the Board deems it necessary, or when at least one tenth (1/10) of the members with a voting right demand it from the Board in writing for a matter announced specifically. The meeting must be held within thirty days of presenting the demand to the Board.
Each 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 procedure for the meeting
presenting the financial statement, annual report, and inspectors’/auditors’ statement
confirming the financial statement and discharging the Board and other persons accountable 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
In case a member wishes the annual meeting to discuss a particular issue they must make a written announcement for 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 changing the rules or dissolving the association.
When the association is dissolved its funds will be 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 will be used for the same purpose.