Board of Directors and Bylaws
Board of the Business Association
Mr. Risto Uusitalo, Agrum Oy
Mr. Kristian Rehnström, Fortum Power and Heat Oy
Mr. Vytautas Brazaitis, Nordic Investment Bank
Ms. Ieva Kovarskyte, Individual member
Mr. Heikki Pulsa, UAB Barker Textiles
Mr. Olli Pylkkänen, Neste Oyj
Mr. Tomi Taipale, Mamec Oy
Mr. Povilas Valiauga, Individual member
Ms. Kirsi Westerling, OP Corporate Bank
The rules of the Finland-Lithuania Business Association
1 §The name of the association is the Finland-Lithuania Business Association. The domicile of the association is Helsinki, and the area of operation Finland and Lithuania.
2 § The purpose of the association is to increase the trade and commercial interaction between Finland and Lithuania. In order to realize this goal the association functions as a forum for the ideas and opinions of its members, organizes meetings, visits, seminars and briefings and produces and publishes information which may help forward trade and commercial interaction.
3 § The association does not take part in politics and it does not strive to make profit.
4 § Finnish and Lithuanian companies and other legally competent entities and private persons are eligible for membership in the association.
The association’s board decides on membership matters. If a member wishes to terminate its membership, the member must give notice thereof in accordance with the Associations Act. The member in question shall however pay the membership fee for the year during which the membership is terminated. The membership of a member who has neglected to pay the membership fee on the previous year shall automatically be considered terminated.
Upon proposal of the association’s board, the association may appoint a person who has meritoriously acted as the chairman of the board as an honorary chairman of the board.
The board may terminate the membership of a member who has, by actions within or outside the association, hindered the association’s operation.
5 § The size of the membership fee shall be determined at the annual general meeting.
An honorary chairman shall not be obligated to pay the membership fee.
The board may also, upon application, exempt a member who has meritoriously forwarded the associations operation from the payment of the membership fee.
6 § The annual general meeting of the association shall be held the latest in April. An extraordinary meeting may be held if the board considers it necessary or if at least one tenth of the members entitled to vote request it from the board in writing in order to process a particular matter. In the latter event the extraordinary meeting shall be held no later than within 60 days of the written notice to the board containing the request for the meeting.
The following matters shall be processed during the annual general meeting of the association:
a) the annual report of the activities of the association shall be approved and the financial statement confirmed,
b) the board shall be discharged,
c) the chairman of the board, vice chairman and other members shall be appointed,
d) one or two auditors and their deputies shall be appointed for the following accounting period,
e) the budget estimate and the size of the membership fee shall be confirmed,
f) other matters listed in the invitation of the meeting shall be decided on.
In an extraordinary general meeting, the matters listed in the invitation of the meeting shall be discussed and decided on.
7 § An invitation to the annual general meeting and an extraordinary meeting shall be delivered in writing to all members to the addresses they have notified to the association no later than 14 days prior to the meeting in question.
8 § In the association’s meetings, each member who has paid the membership fee shall have one vote and decisions shall be taken by simple majority. The honorary chairman and other members exempt from the membership fee shall have the right of speech but no right to vote in the association’s meetings.
In an event that the matters listed are put under a vote and the vote is a draw, the vote of the chairman shall be decisive.
In an event that the vote on an appointment matter is a draw, the decision shall be determined by lot.
In the event a member present at the meeting so requires, an election shall be carried out by secret ballot.
Members may also vote via proxy. However, no proxy can have the voting rights of more than three members at a time in a meeting of the association.
9 § The association shall be managed by a board, which shall be formed by a chairman, a vice chairman and at least two but more than 10 other members.
A board shall be competent to make decisions when the chairman or the vice chairman as well as two members are present.
In board meetings decisions shall be made with simple majority, except for in questions concerning the membership of the association, where the decisions shall be made with unanimity.
The board may elect a secretary and an executive committee to prepare matters for the board. The executive committee shall consist of the board chairman and a necessary amount of other members.
10 § The board may elect an office secretary and other necessary staff for taking care of the matters of the association and shall confirm their rewards.
11 § The association shall be represented by the chairman or the vice chairman or the person or persons named by the board. Each person may represent the association alone.
12 § The accounting period of the association shall be one calendar year. The financial statement shall be given to the auditor to audit by the end of February.
13 § The decision on the dissolution of the association shall be made in two consecutive general meetings, held at a minimum interval of two months. At the same time a decision on the usage of the association’s assets to forward the purpose of the association shall be made.