Board of Directors

Chair:
Kristina Sweet, The Shortcut

Vice Chair:
Juhana Harju, Source Creative

Members of the board:
Seppo Vihersaari, Embassy of Canada in Finland
Sara Leclerc, Goodpack Limited
Pertti Wathen, POTRA group
Jouko Virkkunen
Finn Lyckoberg

Bylaws

1 §
The association is called The Finnish Canadian Business Council ry, and it is based in the City of Helsinki. Local branches can be set up elsewhere in Finland.

2 §
The purpose of the association is to promote the general conditions for economic and commercial
relations between Finland and Canada.

3 §
In order to accomplish its purpose, the Association shall hold meetings, presentations, and events to
explain to its members the economic conditions prevailing in these countries.

The association is not engaged in political activities and its activities are not intended to generate
profit or any other direct economic benefit to its members.

4 §
Members of the association are corporate members, individual members, or honorary members.
Individuals or legal entities that have, or are in the process of doing business with, Canada or
otherwise support the association’s efforts may be admitted to the association.

The members are approved by the board of the association. The board shall have the right, if it
considers the interest of the association so demanding, 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 Honorary Members of the
Association at the association general meeting.

A member may resign from the association by notifying the Board or its chairman in writing, or by
notification at the association meeting for entry in the minutes. The resignation of a member shall
take effect at the end of the calendar year. However, the resigning member must pay its membership
fee for the year in which he or she resigns from the association. A member who has been in default
for two consecutive years may be dismissed from the association by decision of the Board.

5 §
Members of the Association shall promote the activities and purpose of the association by their
activities. Repeated neglect of duties or acts contrary to the interests of the association shall be
grounds for dismissal.

6 §
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.
The honorary member is free of membership fees.

7 §
The affairs of the association are handled by the board of directors, which consists of the Chair and
two to six (2-6) elective members elected by the association’s annual general meeting, and among
whom the board may elect a Vice Chair and to whom the board assigns responsibilities as needed.
The term of office of the members of the Board of Directors is the time between annual meetings.

The Board of Directors shall convene by the invitation of the Chair or, in his / her absence by the
vice chair, when deemed necessary, or when requested by at least two board members.

The Board of Directors shall constitute a quorum when at least half of its members, including the
Chairman or Vice-Chairman, are present. Matters are settled by a simple majority. In the event of a
tie, the chair’s opinion will determine, but the election will be a lottery.

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 Board of Directors may elect from among its members the number of such other officers as
may be necessary and may establish special committees as it deems necessary.

8 §
The name of the association is signed by the chairman of the board alone or by the vice chairman
and two members of the board together.

9 §
The Association shall have one or two auditors and one deputy auditor elected by the meeting of the
Association and whose term of office shall be the financial year of the Association.

10 §
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 at least three weeks before the annual meeting. Auditors
must submit their written statement to the Board of Directors at least two weeks before the Annual
Meeting.

11 §
The Association shall convene for annual general meeting by the end of May, as well as
extraordinary meetings, 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.

12 §
The Association’s annual meeting will address the following issues:

1. Decide on the financial statements and the discharge to be given to the board of directors and
other accountable persons
2. The action plan, the statement of revenue and expenditure and the amount of the membership
fees shall be adopted
3. The number of members of the Board of Directors shall be decided
4. Election of the Chair and other members of the Board
5. One or two auditors and one deputy auditor shall be elected
6. Address 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, he must notify the Board in writing in good time so that the matter can be included in
the notice of the meeting.

13 §
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.

14 §
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.

15 §
The association shall be governed at all time by the valid Association Act in Finland.