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Association Bylaws

Suomen Tuulivoimayhdistys ry

Finska Vindkraftföreningen r.f.                                                                                                                        

Finnish Wind Power Association

Section 1 Name and Domicile of the Association

The name of the Association is Suomen Tuulivoimayhdistys ry in Finnish and Finska Vindkraftföreningen r.f in Swedish. The Association may also use the unofficial English name Finnish Wind Power Association.

Section 2 Purpose and Charter of Activity

The purpose of the Association is to promote and improve the general operating environment for the commercial use of environmentally friendly wind power as a source of energy in Finland.

To achieve its purpose, the Association:

- Informs public administration, energy sector companies, the media, wind power constructors and interested amateurs about the development of the wind energy and related sectors
- Starts wind energy promotion initiatives and presents to public authorities, authors expert opinions and position papers
- Organizes meetings, seminars, celebrations and trips

To support communications the Association may publish a magazine and maintain electronic information services for members.

The Association may support its activities by fundraising and organizing raffles with the appropriate permits.

Section 3 Members

The Board can grant membership of the Association to businesses with legal capacity (called company members), other organisations with legal capacity and private individuals with an interest in developing the wind energy sector. When granting membership of the Association, the Board will also decide on the class of company membership, which is based on the number of staff at that company. The Board can suggest candidates for honorary membership, which can be granted at the annual meeting. In addition, the Association may also have supporting members.

A member has the right to resign her/his membership in the Association by submitting a notice in writing to the Board of Directors or the Chairperson, or by making it known at an Association meeting. A member has to make a declaration of resignation as described above by the end of October of the current year in order to take effect from the beginning of the next calendar year. The Association may expel a member, if the member: 1) fails to pay her/his membership fees; 2) fails to fulfill those duties, which they agreed upon when joining the Association; or 3) acts in a manner within or without the Association that significantly harms the Association; or 4) acts in a manner within or without the Association that significantly harms the wind energy sector; or 5) no longer fulfills the conditions of membership defined in the law or the charter and bylaws of the Association.

The annual membership fee for members and supporting members is decided at the annual general meeting. The membership fee amount can be different for private individual members, company members and other organisations with legal capacity. The company member fee varies with the number of employees in the company. A company that owns wind turbines within the support scheme of at least the capacity of 10 MW , however, are at least medium-sized companies, and MW-class wind turbine manufacturers are always large companies. Honorary members are exempt from the membership fee.

Section 4 Board of Directors

The affairs of the Association are managed by the Board of Directors, which is elected at the annual general meeting. The Board consists of a Chairperson and between six and ten regular members, as well as 0-10 deputy members. A member of the Board must either be a private individual member or the company they represent must be a company member of the Association. Only one Board member per company member may be elected. The Chairperson is elected for one year and all other Board members are elected for two years. Approximately half of the Board member places will be open for election each year.

In choosing the members of the Board, the annual general meeting should aim to elect Board members representing a diverse cross section of wind power producers and users from different sectors, whilst also reflecting regional differences in regards to wind energy.

The Board of Directors shall elect a Chairperson, a Deputy Chairperson from its members, appoint a Secretary, a Treasurer and any other necessary officers.

Board meetings are called by the Chairperson, or when the Chairperson is not available, by the Deputy Chairperson. A meeting of the Board of Directors must also be called if at least two members of the Board so request. One can attend to a board meeting via telephone or other remotely enabled device. If necessary, a board meeting may be held as a videoconference, e-mail or telephone conference or via any other similar technical device. The presence of at least half of the members of the Board of Directors, including the Chairperson or the Deputy Chairperson, shall constitute a quorum. Decisions are made by a simple majority vote. In a tie vote, the vote of the Chairperson breaks the tie, except in an election, when lots are drawn.

The term of operation of the Board is the period between annual general meetings.

Section 5 Signing Authority

The Chairperson and Deputy Chairperson may together sign on behalf of the Association, as can either the Chairperson or Deputy Chairperson together with the Managing Director, Secretary or Treasurer.

Section 6 Accounts

The financial year of the Association coincides with the calendar year.

The Board of Directors must submit the annual accounts along with any necessary documentation to the auditors at least three weeks prior to the annual general meeting. The auditors must submit their written statement to the Board at least two weeks prior to the annual general meeting.

The term of operation of the auditors is the period between annual general meetings.

Section 7 Invitations to Meetings

Association meetings are called by the Board of Directors. Meeting invitations are to be received by all members at least 14 days before the date of the meeting. Invitations can be set as letters in the post or e-mail to each member or may also be published in the Association’s own magazine.

Section 8 Association Meetings

The annual general meeting of the Association will be held on a date determined by the Board before the end of April. An extraordinary meeting shall be held when the Board of Directors considers a meeting necessary or when at least one tenth (1/10) of the voting membership request in writing that the Board of Directors call a meeting to discuss a specific matter. The Board of Directors must convene a meeting within 21 days from when the request was presented.

At Association meetings, company members with less than 10 employees have 3 votes, company members with 10-99 employees have 6 votes, company members with 100 or more employees and all other organisations with legal capacity have 10 votes, and private individual members have 1 vote. Decisions shall be made by a simple majority vote, unless otherwise specified in this Charter. In a tie vote, elections are decided by drawing lots and other issues are decided by the vote of the Chairperson.

Section 9 Annual General Meeting

The following matters shall be dealt with at the annual general meeting of the Association:

1. Opening of the meeting.
2. Election of the meeting officials: a chairman, secretary, two surveyors of the minutes, and two polling officers (as necessary).
3. Establishing the legality of the meeting and checking if the members present constitute a quorum.
4. Acceptance of the meeting agenda.
5. Presentation of the account closing balance, annual report and comments from the accountant auditor(s).
6. Decision on the confirmation of the account closing balance, and granting discharge of liability to the Board members and other officials.
7. Confirmation of the operation plan and budget for the coming year.
8. Election of the Board members to replace seats up for re-election.
9. Election of accountant auditor and substitute auditor.
10. Other business as mentioned in the meeting invitation.

At the Annual General Meeting, voting can be arranged by closed ballot polling.

A meeting of the Association may also be attended according to a decision of the board or an Association meeting, either by post, or by telecommunications link or by other agreed technical means during or before the meeting.

To have a given matter discussed at the annual general meeting, a member must notify the Board of Directors about the matter in writing by 15th December of the previous year, so that the matter can be added to the meeting invitation.
Section 10 Amendments to the Charter and Dissolution of the Association

Section 10 Changing rules and dissolving the association

Decisions to amend the charter or dissolve the Association can be made at an Association meeting, with a minimum of a three-quarters (3/4) majority vote. The meeting invitation must mention that the meeting will deal with amendments to the charter or the dissolution of the Association.

On dissolution, the assets of the Association shall be used to promote the objectives of the Association in a manner decided by the meeting deciding on the dissolution of the Association. If the Association is dissolved as a result of a court order, the assets of the Association will be used for the same purpose.