1. Name and Domicile
The name of the association is Suomalais-amerikkalainen kauppakamariyhdistys Suomessa (”the Chamber”). The Chamber shall be domiciled in Helsinki.
The purpose of the Chamber is to further American commercial and other interests in Finland, to encourage American-Finnish trade and business, to provide a business, social and policy forum for its members and to strengthen American-Finnish bonds of friendship.
The Chamber carries out its purpose by organizing seminars or other events and by being engaged in other activities serving the purpose.
The membership of the Chamber shall consist of regular, partner, and honorary members.
Individuals, firms, and public and other entities that accept the purpose of the Chamber can be approved as the regular members.
The Board of Directors may nominate honorary members that can be individual persons as well as legal entities, which have significantly furthered and supported the activities of the Chamber. Honorary members are elected at the Annual General Meeting by a simple majority and have no voting rights.
Regular and partner members are elected by the Board of Directors on a basis of the applications by a simple majority.
The United States of America’s Ambassador to Finland may, upon nomination by the Board, be elected Honorary President of the Chamber for the duration of her/his assignment by the Annual General Meeting.
4. Resignation of the Member and Revocation of Membership
Any member of the Chamber has a right to resign from the membership by sending a written notification with that effect to the Board of Directors or the Chairman of the Board of Directors or by informing the General Meeting of the resignation in which case resignation shall be recorded in the minutes of the General Meeting.
The written resignation notification must be presented on September 30th at the latest or informed at the General Meeting held prior to September 30th. Otherwise, the member accepts to pay the membership dues of the following calendar year.
The Board of Directors may revoke the membership of any member if considered necessary by a four-fifths vote of the directors present. A membership will not be revoked from any member until that member has been given the opportunity to defend him/herself.
The Annual General meeting shall set membership dues for each category of members. Members elected during the fiscal year must pay their dues within two (2) months upon receipt of membership confirmation as set out in Section 3. Annual membership fees shall be paid during January for each calendar year. The Honorary President is exempt from paying any dues.
6. Board of Directors
The Chamber shall be managed by the Board of Directors. The Board shall consist of up to Fifteen (15) and no fewer than Five (5) regular or partner members elected by the Annual General Assembly. The Chairman and Vice Chairman shall be elected by and among the members of the Board. They shall also select either from amongst themselves or from outside a secretary, treasurer, and any other officials deemed necessary. The American Embassy’s Foreign Commercial Service Officer shall be a non-voting, ex-officio liaison member of the Board.
The term of office of the Board members shall be two years.
The majority of the Board shall preferably be American citizens or representatives of U.S. headquartered firms. The Chairman and Vice Chairman shall be U.S. citizens or representatives of a firm whose headquarters is incorporated in the United States.
The Chairman by its discretion or Vice Chairman, should the Chairman be prevented, convenes meetings of the Board. The Chairman or Vice Chairman convenes a meeting when they deem it necessary or when at least half of the members of the Board so insist.
The Board shall meet no fewer than four times a year. The Board has a quorum when at least half of its members, the Chairman or Vice Chairman included, are present. Decisions shall be reached with a simple majority. At the meetings of the Board of Directors, in case of tie votes, the Chairman shall cast the deciding vote. In case of a tie in an election, the election shall be decided by lot. A quorum of the Board shall be the majority of the voting members.
The Chairman and Vice-Chairman of the Board must have their residence in Finland.
The Board may establish and dissolve committees and working groups as deemed necessary. Each committee or working group shall select a Chairman.
7. Executive Director
The Board of Directors shall hire an Executive Director to manage the affairs and finances of the Chamber. The Executive Director will receive direction and guidance from the Board and will participate in Board meetings as a non-voting member. The term of the Executive Director is open-ended.
8. Signing the Name of the Chamber
The Chairman, Vice Chairman and Executive Director each sign the name of the Chamber.
9. Accounting Period and Audit
The accounting period of the Chamber shall be the calendar year.
Financial statements including necessary accessory documentation and annual report of the Board shall be given to the auditors of the Chamber for their review not later than three 3 weeks prior to the Annual General Meeting. The Auditors shall provide their written statement to the Board not later than two (2) weeks prior to the Annual General Meeting.
10. General Meetings of the Chamber
The Annual General Meeting of the Chamber shall be held annually during March–May on a date set by the Board of Directors.
An Extraordinary Meeting of the Chamber shall be convened if so decided by the General Meeting, or when the Board of Directors sees a need for an Extraordinary Meeting, or when at least one tenth (1/10) of the voting members of the Chamber present a written request to the Board of Directors for an Extraordinary Meeting for a specifically announced matter. The meeting must be held within thirty days from the date when the request has been presented to the Board of Directors.
In the General Meeting each regular and partner member has one (1) vote. The honorary member and the Honorary President have the right to attend and the right to speak in the General Meeting.
Unless otherwise stipulated in the bylaws of the Chamber, the decision of the General Meeting shall be the opinion that is supported by more than half of the votes given. The votes are decided with a simple majority. The Chairman shall have the decisive vote. In case of a tie in an election, the election shall be decided by lot.
11. Convening of the General Meetings
The Board shall convene the General Meetings by serving at least fourteen (14) days prior written notice with that effect to the members by mail, fax or e-mail to the addresses given by the members.
12. Annual General Meeting
The following matters shall be considered in the Annual General Meeting:
1. Opening of the meeting
2. Election of Chairman of the Meeting, a secretary, two scrutinizers of the minutes and where necessary, two counters of votes
3. Quorum of the meeting
4. Approval of the agenda
5. Presentation of the financial statement, annual report and the auditors’ report
6. Approval of the financial statement and discharge from liability to the members of the Board and other Executive Directors
7. Approval of the operating plan, budget and membership dues
8. Election of the Chairman of the Board and other members of the Board every second year
9. Election of one or two auditors and their deputies
10. Handling of other matters included in the notice to convene
In case a member of the Chamber wishes to present a matter to the agenda of the Annual General Meeting, the member must deliver a written request to the Board of Directors well in advance so that the matter can be included in the notice of the Annual General Meeting.
13. Amendment of the Bylaws and Dissolution of the Chamber
Decision of any General Meeting concerning the amendment of the bylaws of the Chamber or dissolution of the Chamber shall require to be valid the majority of two-thirds (2/3) of all the votes of the regular members of the Chamber. Amending the bylaws and dissolving of the Chamber must be mentioned in the written notice that is sent to convene a General Meeting.
In case of dissolution of the Chamber the assets of the Chamber shall be used for payment of the Chamber’s debts. Any remaining balance shall be used to further the purposes of the Chamber, in accordance with the decisions made by the General Assembly where the Chamber is dissolved.