Central Organisation for Finnish Outdoor Markets Articles of Association
Name and Domicile
The name of the Organisation is The Central Organisation of Finnish Outdoor Market and its place of domicile is Helsinki. The Organisation shall be referred to herein the Central Organisation.
Purpose of the Central Organisation
The Central Organisation is a business organisation formed by, and promoting the interests of, outdoor market associations, outdoor market traders, as well as those who organise and maintain outdoor markets. The purpose of the Central Organisation is to employ its expertise and influence to further the general and joint operating conditions for outdoor markets.
Forms of Activity
To implement their plan, the Central Organisation:
1. on request, participates in drafting of legislation and preparing measures for the outdoor markets and proposes legislation and issues statements concerning the above and, to this purpose, to this purpose, establishes contacts with the authorities and other decision makers and organisations in Finland, in the European Union and abroad;
2. engages in the dissemination of information, publishing, advising, training and research activities in the field of outdoor markets;
The Central Organisation is politically non-aligned.
The Central Organisation accepts as ordinary members the following associations and societies:
a) registered associations of outdoor market traders
b) legally competent societies for those who organise outdoor markets or fairs
c) legally competent societies for those who maintain outdoor markets
Legally competent companies, associations and other societies and individuals can be accepted as honorary members and co-operating members.
The Board of Directors of the Central Organisation shall decide upon the acceptance of a member.
An ordinary member shall resign by informing the Board of Directors or the Chairman in writing or by recorded in the minutes of the Annual General Meeting. A member who resigns before the end of a calendar year is obliged to pay the membership dues in full for that particular year. The Board of Directors of the Central Organisation can dismiss a member on the grounds provided in the Associations Act. A member shall be considered to have resigned upon non-payment of the membership dues for one year.
The Central Organisation shall support and supervise the interests of its individual members. In matters concerning the whole membership, the members shall support the Central Organisation within the framework of their rules.
The Annual General Meeting shall decide the amount and the terms of payment of the dues on joining and of the membership dues to be collected from the ordinary members. The membership dues of the associations of the outdoor market traders shall be determined according to the number of their members. The societies organising outdoor markets and fairs shall pay a membership dues and a special occasion membership dues determined by the number of occasions organised by the societies. The associations maintaining outdoor markets shall pay a fixed membership dues to be decided upon at the Annual General Meeting. Every member organisation shall receive advice and information on joint issues affecting the field of outdoor markets following the decisions of the Board of Directors. A charter member who joins the Central Organisation shall pay the membership dues within three months from the establishment of the Central Organisation. Thereafter, a member shall be accepted following payment of the membership dues and the dues paid upon joining. At their discretion, the Board of Directors of the Central Organisation can, however, decide that, during at maximum period of two years including the year they joined, a member may, on the basis of this paragraph, pay a lower membership dues than those stipulated herein. Such discretionary reasons may be that the society in question is of exceptionally great importance for the activity of the Central Organisation or the familiarisation of a new society with the activity of the Central Organisation. The decision does not affect the right to vote at the Annual General Meeting. The Annual General Meeting can decide to collect a possible additional membership dues from the ordinary, honorary and co-operating members. The honorary and co-operating members shall pay the dues for joining and the membership dues confirmed by the Board of Directors annually.
Administrative and Other Organs
The power of decision of the Central Organisation is used by the Annual General Meeting and shall determine matters concerning the Central Organisation.. The executive organ is the Board of Directors of the Central Organisation. The Annual General Meeting and the Board of Directors may appoint permanent or temporary advisory boards, committees and other organs they consider to prepare items for discussion. The Chairman and Vice Chairman of the Board of Directors of the Central Organisation are called the Chairman and Vice Chairman of the Central Organisation.
Annual General Meeting
The Annual General Meeting shall be held in April-May at a date stipulated by the Board of Directors and at a place named by the Board of Directors. The Board of Directors decides whether to convene an extraordinary meeting and the extraordinary meeting must be convened when the Annual General Meeting itself so decides or when at least one tenth (1/10) of the ordinary members of the Central Organisation shall in writing request the Board of Directors to deal with a special matter.
A summons to the Annual General Meeting must be sent in writing to the members at least thirty (30) days before the meeting and the Board of Directors may also decide to publish information concerning the meeting in some other manner. A summons to the extraordinary meeting must be sent in writing to the members at least seven (7) days before the meeting. The business to be handled in the meeting must be laid out in the summons to the meeting. Each ordinary member is entitled to sent one (1) representative to the Annual General Meeting. The honorary and co-operating members or their representatives have the right to attend and to speak the Annual General Meeting. The Chairmen and Vice Chairmen of the member organisations, the managing director of the Central Organisation and other members of management and the equivalent of the member organisations have the right to attend and to speak at the Annual General Meeting.
Each ordinary member has one (1) vote at the Annual General Meeting. In addition, the associations of the outdoor market traders have one (1) vote per every fifty (50) members who belonged to the member organisation at the end of the previous calendar year. The representative must exercise voting right personally. The same individual may not represent more than three member organisations at the Annual General Meeting. The member has to inform the Central Organisation at least seven (7) days before the Annual General Meeting and two (2) days before the extraordinary meeting who his representative will be at the meeting. If the ordinary member has not paid his membership dues in the time prescribed in §7 his representative shall not have the right to vote at the Annual General Meeting.
Votes in the Annual General Meeting shall be determined by a simple majority with the exception of the matters mentioned in §19 and 20. However, with the exception of the election of the Chairmen of the Board of Directors, those receiving a majority of votes in the election shall be elected. Should a regular vote be tied, it shall be decided by lot, and in all other matters the Chairman shall cast the deciding vote. The voting shall be open with the exception of an election where a representative who has the right to vote asks for a sealed ballot.
The Annual General Meeting will be opened by the Chairman of the Central Organisation and, then, a chairman and at least one vice chairman for the meeting shall be elected. The Annual General Meeting - discusses the annual report drawn up by the Board of Directors about the operation and finances of the Central Organisation and final accounts for the previous financial period and the auditor's report,
- decides on the adoption of the final accounts and grants freedom of responsibility,
- confirms the budget, the operating plan and the membership dues with their terms of payment for the next financial year,
- decides the fees for the Chairman and the Vice Chairman of the Central Organisation and for other members of the Board of Directors,
- elects a Chairman and a Vice Chairman of the Central Organisation every other year and also members of the Board of Directors to replace those turn it is to resign,
- elects one auditor and one deputy auditor,
- discusses other business prepared by the Board of Directors and that presented in writing by the members of the Board of Directors at least forty five (45) days before the Annual General Meeting.
Board of Directors
The Board of Directors exercises the executive power of the Central Organisation and conducts its affairs. The Board of Directors shall - represent the Central Organisation and conduct its affairs according to the decisions and directions accepted by the Annual General Meeting,
- administer the day-to-day activities of the Central Organisation,
- establish contacts with the members and other interested parties both in Finland and abroad,
- make representations to the state authorities and other decision-making organs,
- elect and dismiss the managing director of the Central Organisation and determine his fees and tasks,
- draw up the annual report, prepare the final accounts and the budget of the Central Organisation and, together with the managing director, administer the finances of the Central Organisation,
- convene the Annual General Meetings and the extraordinary meetings and prepare the business to be discussed there, and
- decide the amount and the term of payment of the dues for joining and the membership dues to be collected from the honorary and co-operating members.
The Board of Directors comprises the Chairman and Vice Chairman of the Central Organisation and seven (7) other members. Representatives from all the relevant groups of the field of outdoor markets should be on the Board of Directors. Employees of the Central Organisation cannot be elected to the Board of Directors. The term of office of the Chairman and Vice Chairman of the Board of Directors and of other members is two years. However, three (3) members shall resign each year. The first time shall be settled by lot to determine which three (3) members of the Board of Directors shall service only one year. Thereafter the resignations shall be in turn. The term of office starts from the election and ends when a new member is elected. The Board of Directors shall meet at the invitation in writing of the Chairman or in the event he is unable to attend, of the Vice Chairman. The members present constitute a quorum when the Chairman or Vice Chairman and over one half of the other members belonging to the Board of Directors are present. Votes shall be decided by an absolute majority. Should the vote be a tie, the Chairman shall cast the deciding vote. However, in an election the tie shall be decided by lot
The managing director runs the practical operations of the Central Organisation as an assistant of the Board of Directors. His tasks include:
- promoting and developing of the interests of the Central Organisation,
- preparing and presenting business to be discussed at the meetings of the Board of Directors and the executive committee and ensuring the decisions are carried out,
- running the office of the Central Organisation and organising the work carried out there, and
- hiring and dismissing the employees of the Central Organisation.
Official Central Organisation Signatories
The official Central Organisation signatories shall be the Chairman of the Central Organisation alone or the Vice Chairman, the Secretary and the Treasurer of the Board of Directors, any two of which may jointly sign the name of the Central Organisation, and by that individual and elected official or by those individuals and elected officials alone whom the Board of Directors has designated to perform the task.
Financial Period and Audit
The Central Organisation's operating year and financial year shall be the calendar year. The final accounts must be completed and presented for inspection annually by the end of February. The auditor must give the auditor's report to the Board of Directors by the end of March. Changing the Articles of Association.
The decision to change the Articles of Association must be made in the Annual General Meeting by a majority of at least two thirds (2/3) of the votes cast. Notice of a meeting must mention that the Articles of Association are to be changed.
Dissolving the Central Organisation
The decision to dissolve the Central Organisation must be made by majority of three fourths of the votes given in the Annual General Meeting and be confirmed by similar majority of the votes at another Annual General Meeting which cannot be held earlier than twenty (20) days after the former meeting. If the Central Organisation is dissolved or ceases to exist its assets must be used for the purpose defined in §2 in such a way determined by the meeting.