RULES OF THE FOUNDATION FOR RESEARCH OF NATURAL RESOURCES IN FINLAND
(With amendments approved by the meetings of the Board of Directors of the Foundation on 26 October 2015 and 10 December 2015.)
The name of the Foundation is Suomen Luonnonvarain Tutkimussäätiö sr (in English: Foundation for Research of Natural Resources in Finland), and its domicile is Helsinki.
The purpose of the Foundation is to promote and support research and experimental activities aimed at developing the yield and techno-economic utilization of Finland’s forest and other natural resources.
To fulfill its purpose, the Foundation:
- awards grants for scientific and applied research and experimental activities;
- establishes and supports institutions necessary for research and experimental activities;
- maintains contacts with domestic and foreign institutions, communities, authorities and individuals engaged in activities within the Foundation’s field of operations;
- promotes education and information; and
- contributes in various ways to the development of research and experimental activities as intended by Section 2.
The Foundation has a basic capital and an operating fund. It may also have special-purpose funds.
The basic capital, which shall be kept undiminished, amounts to a total of thirty-three thousand six hundred thirty-seven euro and fifty-nine cents (EUR 33,637.59) at the time of establishing the Foundation. The basic capital can be used for the construction of research institutes and acquisition of other property deemed necessary in order to fulfill the purpose of the Foundation.
The Foundation is entitled to receive donations and legacies and to increase its assets in other legal ways. To carry out its activities, the Foundation can also acquire and possess real and movable property.
The returns on the Foundation’s basic capital are added to the operating fund, as are any donations, subsidies and other funds received by the Foundation, unless expressly designated otherwise when received.
The organs of the Foundation include the Board of Directors and possible Chief Executive Officer.
The Foundation’s Board of Directors consists of eleven (11) ordinary members and an equal number of personal deputy members. The Finnish Society of Forest Science (registered association), Confederation of Finnish Industries EK, Tapio Ltd., Central Union of Agricultural Producers and Forest Owners MTK (registered association), Aalto University, VTT Technical Research Centre of Finland Ltd, Finnish Forest Industries (registered association), Natural Resources Institute Finland (Luke), Finnish Association of Mining and Metallurgical Engineers (registered association), University of Helsinki and Bioenergy Association of Finland (registered association) shall each appoint one ordinary member and a personal deputy member for a period of five years at a time. Ordinary members and their deputies are scheduled to resign annually in the same order as the appointing organizations are listed above, with two members resigning in each of the four consecutive years and three members in the fifth year. The term of the Board members is determined by each calendar year, and the organizations whose turn it is to appoint new Board members to replace those scheduled to resign shall inform the autumn meeting of the Board of Directors about the elected persons.
If necessary, the appointing organizations have the right to dismiss an ordinary or a deputy Board member representing them, and to appoint new members for the remaining term.
If any of the aforementioned organizations fails to appoint their representatives or ceases operations, the Board of Directors may either itself appoint an ordinary and deputy member as required or agree that, instead of the said organization, another organization with similar or corresponding aspirations may appoint the ordinary and deputy member to represent them in the Board of Directors of the Foundation.
The Board of Directors shall elect a Chair and a Vice Chair from among its members for a period of one calendar year at a time.
The Board of Directors shall be convened by the Chair or Vice Chair, and it constitutes a quorum when a minimum of five members are present in addition to the Chair or Vice Chair. At the meetings, each member has one vote and the decisions are made by a simple majority of votes. In case of a tie, the Chair of the meeting shall have the decisive vote, except for elections which are decided by lot.
The Board of Directors shall convene for two ordinary meetings annually, a spring meeting to be held by the end of May and an autumn meeting to be held by the end of December. The Board can also be summoned for extraordinary meetings when deemed as necessary by the Chair or Vice Chair, or if a minimum of three (3) Board members so request from the Chair in writing. The request shall state the matter(s) for which the meeting is desired to be summoned.
Summons to the meetings of the Board of Directors shall be sent to each member by letter or e-mail no later than one week before the meeting.
The spring meeting of the Board of Directors shall
1) present the annual report, financial statements and auditors’ report for the preceding year;
2) decide on the measures for which the preceding year’s accounts and administration give cause, and on the adoption of the annual report and financial statements;
3) confirm the amount of remuneration payable to the members of the Board of Directors and auditors; and
4) discuss any other matters as stated in the summons.
The autumn meeting of the Board of Directors shall
1) state the composition of the Board of Directors for the next year of operation;
2) elect an auditor and a deputy auditor for the following year;
3) elect the Chair and Vice Chair of the Board of Directors for the following year;
4) confirm the plan of activities and budget for the following year;
5) decide on the grants to be awarded in the following year; and
6) discuss any other matters as stated in the summons.
The duties of the Board of Directors are to represent the Foundation and manage its affairs as well as to recruit and dismiss the Executive Director of the Foundation and other possibly required personnel.
The Board of Directors may appoint a Chief Executive Officer to manage the affairs of the Foundation.
The Board of Directors may appoint permanent or temporary committees and define their duties and powers.
The members of the Board of Directors and committees shall be paid reasonable meeting fees. The salaries and wages of the personnel employed by the Foundation shall be determined by the Board of Directors of the Foundation.
The Foundation shall be represented by the Chair of the Board of Directors and the Chief Executive Officer, two together, and by the persons whom the Board of Directors authorises to represent the Foundation, two together.
The Executive Director of the Foundation shall manage the Foundation’s activities in accordance with the general instructions given by the Board of Directors.
The accounts of the Foundation shall be closed at the end of each calendar year.
The autumn meeting of the Board of Directors shall elect an auditor authorised by the Central Chamber of Commerce (a KHT Auditor) to serve as the auditor and an audit firm (a KHT firm) to serve as the deputy auditor.
The accounts and the annual report drawn up by the Board of Directors shall be submitted to the auditors no later than on the 28th of February in the year following the financial year. The auditors shall give their report to the Board of Directors no later than on the 31st of March.
The profit and loss account and the balance sheet with the notes to the financial statements, the balance sheet items, the annual report and the auditors’ report shall be submitted, as certified copies, to the Finnish Patent and Registration Office by the end of June.
If a member of the Board of Directors or a representative of the Foundation changes, the Register of Foundations at the Finnish Patent and Registration Office shall be informed thereof without delay.
Any amendment to these rules requires that the proposal for amendment has been discussed by the meeting of the Board of Directors and a minimum of two thirds (2/3) of the votes given by the members present have been in favor of the proposal.
The amendment of the rules shall be submitted to the Register of Foundations for confirmation.
The dissolution of the Foundation requires that a minimum of two thirds (2/3) of the votes given at the meeting of the Board of Directors are in favor of the proposal.
If the Foundation is abolished or dissolved, the Foundation’s assets shall be used in a manner decided by the Board of Directors to fulfill the purpose stated in Section 2.
Otherwise, the activities shall comply with the provisions of the Foundations Act (Säätiölaki 487/2015) valid at that time.