Section 1 Name, purpose and domicile of the association
The name of the association is Suomalaisen työn liitto ry in Finnish and Förbundet för Finländskt Arbete in Swedish. The association’s English name is the Association for Finnish Work. The association shall hereinafter be called the Association.
The Association is an expert in Finnish work and working life. The purpose of the Association is to promote appreciation for work done in Finland and improve the competitive standing of its member organisations and their products and services.
The Association issues and administers certifications for Finnish manufacture, design and contribution to social good. The Association organises training courses, coaching and events for its members, conducts studies, promotes networking between its members, and connects key stakeholders.
To support its activities, the Association may accept donations and legacies as well as own movable and immovable property necessary for its activities.
The Association is based in Helsinki, Finland.
Section 2 Membership
A Finnish limited company, cooperative, association or other entity of legal capacity that accepts the Association’s purpose can join the Association.
The membership is granted by the Board of Directors.
A member may withdraw from the Association by providing the Board of Directors with a written notice. A member may also withdraw from the Association by announcing it in an Association meeting, in which case the notice is written down in the meeting minutes. The membership shall end at the end of the calendar year in which the notice of withdrawal was given.
A member who has failed to pay the membership fee for two consecutive financial periods may be ruled withdrawn by the Board of Directors.
A member who violates the Association’s purpose or good commercial practice or acts otherwise in an inappropriate manner may be removed from the Association by the Board of Directors.
Section 3 Membership fees
When a member joins the Association, they shall pay the Association an entrance fee, the amount of which is determined by the Association’s meeting annually.
The Association members shall pay an annual membership fee, the amount of which is determined by the Association’s meeting annually.
Section 4 Funds
Funds may be established for the Association upon the Association meeting’s or Board of Directors’ decision. The Association meeting or Board of Directors shall decide on the use of the funds.
Section 5 Association meetings
The members of the Association shall, at the call of the Association’s Board of Directors, assemble for an annual Association meeting, held in the autumn at the latest, and for an extraordinary meeting when a) the Board of Directors deems it necessary for the purpose of discussing a specific matter, or when b) the convening of an extraordinary meeting for the purpose of discussing a specific matter is demanded by a motion to the Board of Directors signed by at least 1/20 of the members of Association. If the members of Association wish to call an extraordinary meeting to discuss a specific matter, the Board of Directors must be notified of this in writing in good time in advance to ensure the matter will be included in the notice of meeting.
It is possible to participate in Association meetings remotely via a telecommunications link or another technological aid. Only the matters specified in the notice of meeting shall be discussed at Association meetings.
The notice of meeting shall be sent to the members by post or email no later than 10 days before the meeting. The notice of meeting shall mention the time and place of meeting and if advance registration is required. The option to participate in the meeting remotely is mentioned in the notice of meeting. The notice of meeting shall specify the requirements for remote participation, the technical requirements, any restrictions on the right to speak imposed on those participating in the meeting remotely, and the procedure to be followed.
The Association meeting shall
- elect the meeting chair
- elect the secretary and two (2) scrutinisers of the minutes and, if necessary, two (2) vote counters
- declare the legality of the meeting and a quorum and approve the meeting agenda
- receive the Association’s annual report, financial statements and auditor’s report
- approve the financial statements
- decide on releasing the Board of Directors and other persons accountable from liability
- elect the chair and members of the Association’s election panel to replace the retiring members
- confirm the number of Association council members
- determine the meeting fees of the Association council chair, vice chair and members
- elect the members of the Association council to replace the retiring members
- elect the chair and two (2) vice chairs of the Association council to replace retiring members or fill potential vacant positions
- approve the amount of the entrance and membership fees
- elect one (1) Authorised Public Accountant and their personal deputy or Authorised Public Accountants; and
- discuss the other matters mentioned in the notice of meeting.
Each member has one vote in the Association meeting.
The members of the Board of Directors and council have a right to speak and participate in the meeting, but no right to vote.
Section 6 Association’s election panel
The Association has an election panel, which consists of the 3–5 members elected by the Association meeting, of which one (1) is elected as chair. The election panel members’ term is for three (3) years. The Association’s CEO serves as secretary at the election panel’s meetings. A retiring member and chair may be re-elected.
The Association’s election panel proposes candidates for the council and Board of Directors annually.
Section 7 Association council
The Association shall have a council that exercises the Association’s decision-making powers. However, the council shall not hold decision-making powers regarding matters that, pursuant to these rules, are within the decision-making powers of the Association meeting, or matters about which the Association meeting has made a decision or matters that are under consideration at the Association meeting.
The council shall consist of the Association council chair and two (2) vice chairs, elected for three (3) calendar years at a time by the Association meeting, and at least 15 but no more than 32 members elected for three (3) years by the Association meeting, of whom one third shall retire annually. No more than 1/5 of the council members may be representatives of associations or members of organisations other than the Association. The rest of the council members shall be elected from the Association’s member companies. The council members shall have a personal deputy member.
A retiring member, chair and vice chair may be re-elected.
The council shall, at the call of the Board of Directors, assemble for an ordinary annual meeting, held in the autumn at the latest, and for an extraordinary council meeting when a) the members of the council so decide, b) the Board of Directors deems it necessary or c) 1/10 of the members of the council deems it necessary. The notice of meeting shall be sent to the council members by post or email no later than one (1) week before the meeting. The notice of meeting shall mention the time and place of meeting and if advance registration is required. The notice of meeting shall also mention if members are allowed to participate in the meeting remotely via a telecommunications link or another technological aid. The notice of meeting shall specify the requirements for remote participation, the technical requirements, any restrictions on the right to speak imposed on those participating in the meeting remotely, and the procedure to be followed.
The council shall have a quorum when the council chair and 1/5 of the members are present. Upon decision of the Board of Directors, it is possible to participate in council meetings remotely via a telecommunications link or another technological aid.
Decisions shall be adopted by majority vote. In the case of a split vote, the council chair shall have a casting vote.
At its ordinary meeting, the council shall
- determine the fees of the members of the Board of Directors
- elect the members of the Board of Directors and appoint a personal deputy member for each member to replace the retiring members
- elect the Chair and Vice Chair of the Board of Directors to replace the retiring Chair and Vice Chair; and
- approve the Association’s action plan and budget for the next calendar year.
In addition, the council shall
- discuss matters presented to it by the Board of Directors or the members of the council or the Association via the Board of Directors.
Section 8 Board of Directors
The Association is represented by a Board of Directors consisting of a Chair and Vice Chair as well as 6–10 other members. The members of the Board of Directors are elected at the council’s ordinary meeting. The term of the members of the Board of Directors is for three (3) years. A member can be elected for no more than two (2) consecutive terms. A member’s term begins with their election and ends when a new member is elected.
The Board of Directors shall have a quorum when the Chair or Vice Chair and at least half of the members are present at a meeting. Decisions shall be adopted by majority vote. In the case of a split vote, the Chair shall have a casting vote.
The purpose of the Board of Directors is to guide the Association’s activities. In addition to the duties specified herein, the Board of Directors shall
- take care of the Association’s matters pursuant to law and regulations as well as the Association’s decisions
- approve the Association’s strategy and action plan
- appoint and dismiss the Association’s CEO and decide their terms of employment
- decide on the remuneration of the Association’s CEO and employees
- decide on the acceptance of new members based on applications
- decide on the dismissal of members
- prepare the matters to be discussed at the Association meeting and by the council
- organise the Association’s financial management
- set up committees and commissions deemed necessary to assist it in the preparation and processing of matters; and
- take care of the preparation of the Association’s financial statements and annual report for the previous year.
Section 9 CEO’s duties
The CEO shall
- manage and develop the Association’s activities pursuant to the guidelines provided by the Board of Directors
- prepare the Association’s strategy and action plan
- appoint and dismiss the Association’s employees and decide their terms of employment
- prepare and present the matters to be discussed at the Board of Directors’ meetings
- act as secretary at the election panel’s meetings
- give opinions on the matters discussed at the Association’s meetings and by the council and the Board of Directors, and ensure the implementation of decisions made; and
- organise the Association’s asset management and accounting.
Section 10 Signing on behalf of the Association
Two (2) persons are always required to sign on behalf of the Association. The Chair and Vice Chair of the Association council, the Chair of the Board of Directors, the CEO and the designated employees are authorised to sign on behalf of the Association.
Section 11 Accounting
The Association’s financial year is one calendar year.
The auditor shall be provided with the Association’s accounts and receipts for review in good time in advance, so that the financial statements and auditor’s report can be sent to the Association’s members for information no later than 10 days before the Association’s meeting.
Section 12 Amendments to the Constitution
This Constitution may be amended by decision of the Association meeting, provided that the decision received 2/3 of all votes cast. The notice of meeting must mention the amendment to the Constitution.
A member’s proposal for amendment shall be presented to the Board of Directors, which shall provide the Association meeting with its own proposal for decision.
Section 13 Dissolution of the Association
The decision to dissolve the Association shall be made in two (2) consecutive meetings separated by at least one (1) month, at which 2/3 of all votes cast are in favour of the dissolution. The notice of meeting shall mention the dissolution of the Association. The latter meeting shall decide on the disposal of the Association’s remaining assets to an incorporated society whose purpose is to promote the general appreciation of Finnish work. Upon dissolution, the Association’s assets shall be used for the same purpose.
22 March 2024