Board of Directors and Bylaws
Board of Directors
Philippe Pépin, Teraloop Oy
Members of the board:
Michael Franck, Franckdoc
Seppo Vihersaari, Canadian Embassy in Finland
Alexandra Järnefelt, Eltel Networks
Mikael Kallasvuo-Nuotto, Avail Attorneys
Bylaws (as of 13. September 2023)
The association is called The Finnish-Canadian Business Council ry (hereafter the Association), and it is based in the City of Helsinki. Local branches can be set up elsewhere in Finland.
The purpose of the Association is to promote economic and commercial relations between Finland and Canada.
In order to accomplish its purpose, the Association shall hold meetings, presentations, and events. The Association is not engaged in political activities and its activities are not intended to generate profit or any other direct economic benefit for its members.
Members of the Association are corporate members, individual members, or honorary members. Individuals or legal entities with an interest in economic and commercial relations between Finland and Canada may be admitted to the Association.
The members are approved by the board of the Association. The board shall have the right to refuse to approve the application for membership.
On the basis of the unanimous proposal of the Board of Directors, a person who has been very meritorious in promoting the purposes of the Association may be elected as an Honorary Member of the Association at the annual general meeting.
A member may resign from the Association by notifying the Board or its chairman in writing. The resignation of a member shall take effect at the end of the calendar year. However, the resigning member must pay the membership fee for the year in which he or she resigns from the Association upon discretion of the Board of the Association. A member who has been in default for one year may be dismissed from the Association by decision of the Board.
Members of the Association shall promote the activities and purpose of the Association by their activities.
Corporate and individual members are charged an annual membership fee, the amount of which is decided by the annual meeting of the Association. The time and method of payment shall be decided by the board of the Association.
If a member has not paid the membership fee within two months of the deadline, he or she may be deemed to have resigned from the Association as of that date by decision of the board of directors. Honorary members are not required to pay membership fees.
The affairs of the Association are handled by the board of directors, which consists of the Chair and between two (2) and eleven (11) directors who have been elected by the Association’s annual general meeting. The board may elect from among its members a Vice-Chair and other officers to whom the board assigns responsibilities as needed. The board may also establish special committees as it deems necessary.
The term of office of the members of the Board of Directors is two (2) years.
The Board of Directors shall convene by the invitation of the Chair or when requested by at least two (2) board members.
The Board of Directors shall constitute a quorum when at least half of its members, including at least the Chair or Vice-Chair, are present. Matters are settled by a simple majority, and in the event of a tie the Chair (or in the Chair’s absence, the Vice-Chair) will cast the tie-breaking vote.
The Board elects a secretary for the Association and decides on the remuneration paid to the secretary. The secretary has the right to attend and speak at the board meetings.
The name of the Association is signed by the Chair alone or by the Vice-Chair and another member of the board together.
The Association shall have one auditor and one deputy auditor elected by the meeting of the Association and whose term of office shall be the financial year of the Association.
The financial year of the Association shall be the calendar year. The financial statements with the necessary documents and the annual report of the Board of Directors must be submitted to the auditors before the annual meeting.
The Association shall convene for the annual general meeting by the end of May. Extraordinary meetings may also be convened when the Board deems it appropriate or when at least one tenth (1/10) of the members of the Association so request in writing for consideration. The meeting shall be held within 30 days of the request.
An extraordinary meeting may only decide on the matters for which it is called. The notice of the meeting shall be sent no earlier than one month and no later than ten (10) days before the date of the meeting by sending the invitation in writing to each member.
At meetings of the Association, each member shall have one vote. The voting right of the Community member shall be exercised by the representative designated by him.
The Association’s annual meeting will address the following issues:
- Decide on the financial statements and the discharge to be given to the board of directors
and other accountable persons
- The action plan, the statement of revenue and expenditure and the amount of the
membership fees shall be adopted
- The number of members of the Board of Directors shall be decided
- Election of the Chair and other members of the Board
- One or two auditors and one deputy auditor shall be elected
- Any other matters mentioned in the notice of the meeting
If a member of the Association wishes to have a matter for consideration by the meeting of the Association, the member must notify the Board in writing in good time so that the matter can be included in the notice of the meeting.
Changes in the bylaws of the Association are determined by the meeting of the association. Notice of the consideration of such a proposal shall be given in the written notice sent to each member. In order to amend the bylaws, it is required that ¾ of the votes cast at the Association meeting vote in favor of the proposed amendment.
The dissolution of the Association and the transfer of the majority of its assets shall be decided by the meeting of the Association. Notice of the consideration of such a proposal shall be given in written notice sent to each member.
In order to approve the proposal, ¾ of the votes cast at the meeting must support the proposal. Upon dissolution of the Association, its assets shall be released to the Finnish-Canadian Society in accordance with the decision of the Association’s last meeting for use in furtherance of the Association’s objectives.
The Association shall be governed at all times by the valid Association Act in Finland.