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By-Laws of the Finnish Forest Certification Council(22 May 2022) Article 1. Name and domicile The name of the association is Suomen metsäsertifiointi ry, Finlands skogscertifiering rf and its domicile is Helsinki. The unofficial name of the association in English is Finnish Forest Certification Council and in German Finnischer Beirat für die Waldzertifizierung. Article 2. Purpose and nature of activities The purpose of the association is to promote economically, ecologically and socially sustainable forest management and use and to maintain and development forest certification in Finland. In order to achieve its purpose the association will among its members: 1. provide direction in sustainable forest management and use through advice, information, training, publishing, research and other activities In order to support its activities the association may own property necessary for its activities, establish foundations and funds and accept donations and bequeaths. The association shall collect membership fees from its regular members and supporting members. In its activities the association does not aim at economical profit either to itself or to its members. Article 3. Members A legally competent corporation or foundation can become a regular member or supporting member of the association. The Board of the association shall approve members. The requirement for membership is that members promote Finnish forest certification. A member may withdraw from the association by notifying the Board or the chairman of the Board in writing or by having the intention to withdraw entered in the minutes at a meeting of the association. The Board may expel a member which fails to pay membership fees, operates in conflict with the association's rules or refuses to comply with decisions taken at a meeting of the association. A member withdrawing from the association in the middle of a calendar year must pay the membership fee for the year in full. Article 4. Board The association's business shall be managed by a Board which shall include the chairman of the association elected by the autumn meeting plus a minimum of five (5) and a maximum of fifteen (15) members. With the exception of the chairman, a personal deputy shall be elected for each member of the Board at the autumn meeting. The Board shall elect a chairman from among its members. The Board shall approve the annual membership fee for supporting members. The term of the chairman and other members of the Board shall be two years. The term of the chairman and other members of the Board shall start at the beginning of the calendar year. After the first year of activities half of the regular members and their deputies shall be up for reelection on the basis of lots and thereafter half of the Board shall be up for reelection each year. The Board shall elect a secretary-general to take charge of the association's practical activities. The secretary-general shall operate under the Board. The Board may if necessary appoint an executive committee which shall include the chairman of the Board, who shall act as chairman of the executive committee, the vice-chairman of the Board and members of the Working Group on the Development of Forest Certification in Finland as described in Article 5 below. The Board shall meet when convened by the chairman or, if the chairman is impeded, by the vice-chairman, when they consider that a meeting is necessary or when at least half the members of the Board ask for a meeting to be held. Notification of a meeting of the Board shall be sent by registered mail or in some other certifiable manner to members of the Board at least seven (7) days before a meeting. The secretary-general of the association shall serve as the secretary of the Board. A meeting of the Board shall constitute a quorum when the chairman or vice-chairman and over half of the members of the Board are present. Board decisions shall be made by majority vote. In case of a drawn vote, the chairman shall have the deciding vote, except in elections, when lots shall be drawn. Article 5. Working Group on the Development of Forest Certification The Working Group on the Development of Forest Certification shall include a minimum of three (3) and a maximum of five (5) members appointed by the Board for two years at a time and shall be chaired by the chairman of the association. The secretary-general of the association shall serve as the secretary of the working group. The task of the Working Group on the Development of Forest Certification shall be: The Working Group on the Development of Forest Certification shall operate under the Board. Article 6. Forest Certification Appeals Panel The Forest Certification Appeals Panel shall issue recommendations to resolve disputes concerning the forest certification activities of members participating in forest certification. The association shall ask the Central Chamber of Commerce to appoint the chairman of the Appeals Panel for a minimum of one and a maximum of three years. In a dispute each party shall appoint one member to the Appeals Panel. The secretary-general of the association shall serve as the secretary of the Appeals Panel. A request for action shall be handled by the Appeals Panel without delay on the basis of a written application addressed to the secretary-general. The application must include: The applicant must sign the application. The Appeals Panel's recommendation shall be issued in writing and shall be signed by the chairman and members of the Appeals Panel. A recommendation shall include a brief account of the matter, grounds and the decision reached by the Appeals Panel. The Appeals Panel shall inform the association of its recommendation. The parties shall not be required to pay a charge for a statement or recommendation. The parties shall cover their own costs arising from handling by the Appeals Panel and shall jointly cover costs incurred by the chairman. Article 7. Signing for the association The chairman of the Board, the vice-chairman of the Board and the secretary-general of the association may sign for the association two together. Article 8. Financial period and audit The association's financial period shall be the calendar year. Year-end accounts together with the necessary documents and the annual report of the Board shall be submitted to the auditors no later than three weeks before the spring meeting. The auditors shall issue a written statement to the Board no later than two weeks before the spring meeting. Article 9. Association meetings The Board shall notify members of an association meeting at least fourteen (14) days before the meeting by post or alternatively by e-mail to those members who have supplied their e-mail address. The association shall hold two regular meetings a year. The spring meeting shall be held in April-May and the autumn meeting in November-December at a time specified by the Board. An extraordinary meeting shall be held if the association meeting so decides or if the Board considers that a meeting is necessary or when at least one-tenth of the voting members of the association demand that a meeting be held to discuss a specific matter. After receiving a demand the Board must convene a meeting without delay. At an association meeting each regular member shall have one vote. Representatives of regular members must have a letter of attorney. An association meeting shall be opened by the chairman or vice-chairman or, if they are impeded, by the oldest member of the Board who is present. Supporting members shall have the right to attend and speak at meetings. Decisions at an association meeting shall be made by majority vote. In case of a drawn vote, the chairman of the meeting shall have the deciding vote, except in elections, when lots shall be drawn. Voting shall be open unless at least one-fourth (1/4) of voting participants demand a closed ballot, which shall demonstrated by a show of hands. Elections shall be conducted with closed ballots, however, if any voting representative demands. Article 10. Regular meetings The association's spring meeting shall: 1. elect a chairman, secretary and two (2) persons to check the minutes The association's autumn meeting shall: 1. elect a chairman, secretary and two (2) persons to check the minutes If a member of the association wants a matter discussed at a regular meeting of the association, the member must inform the Board in writing sufficiently in advance so that the matter can be included in the meeting notice. Article 11. Amending the By-Laws A decision to amend these By-Laws shall require at least a two-thirds (2/3) majority of votes at an association meeting. The meeting notice must mention the intention to amend the By-Laws and the content of the amendment. Article 12. Dissolution A decision to dissolve the association shall require a three-fourths (3/5) majority of votes. The meeting notice must mention the intention to dissolve the association. If the association is dissolved, its funds shall be used in the way decided by the meetings which decides to dissolve the association. If the association is abolished, its funds shall be used for a similar purpose. |
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