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BYLAWS OF THE JANE AND AATOS ERKKO FOUNDATION



§ 1 Name of the foundation

The official name of the foundation is Jane ja Aatos Erkon säätiö sr, and it is registered in the city of Helsinki. The foundation also uses its English and Swedish names, “Jane and Aatos Erkko Foundation sr” and “Jane och Aatos Erkkos Stiftelse sr”.

§ 2 Objects of the foundation

The foundation’s primary objects are to promote and support research and education in the fields of technology, economics and medicine.

Other objects include the promotion of arts and culture, as well as sports, physical education and people’s well-being and the nation’s interest in these areas.

The foundation implements the legislative principles of its activities by annually distributing a significant proportion of its capital revenue for purposes of public interest.

The foundation implements its objects by maintaining or supporting research and educational activities. The foundation allocates grants, rewards and allowances, supports research projects at various institutes in Finland and abroad and provides other support.

The key focus area of the foundation’s activities is supporting postgraduate studies and research.

Activities can also take place outside Finland.

§ 3 Initial capital

The foundation received EUR 1,000,000 in cash from its founder as initial capital.

The foundation may receive subsidies, donations and bequeathed funds and increase its assets, excluding by means of business activity

§ 4 Asset management

The assets of the foundation shall be managed with consideration to its current circumstances in such a way so as the foundation’s capital is not only preserved but also increased by appropriate investments.

§ 5 Management of the foundation

The foundation is managed by a board of trustees, which comprises at least five but no more than nine members. Aatos Erkko will serve as chairman of the Board for as long as he shall live or until he personally wishes to resign from the post. Jane Erkko will serve as vice-chairman of the Board under the same terms. Upon the death or resignation of Aatos Erkko and/or Jane Erkko the Board shall appoint one of its members as chairman and/or vice-chairman.

The Board may appoint a proxy for up to and including three Board members. Proxies may participate at Board meetings but they are only entitled to vote if a quorum is not present.

A member or a proxy who has reached the age of 75 or will reach that age during their term in office may not be appointed member of the Board.

The Board appoints a secretary for the foundation and sets forth his/her duties.

§ 6 Accounting year

The foundation’s accounting year is a calendar year.

§ 7 Annual general meeting

The annual general meeting shall be held once a year by the end of March. The Board may hold additional meetings if needed.

§ 8 Representing the foundation 

The chairman and the vice-chairman of the Board or two members of the Board jointly shall represent the foundation. In addition, the foundation may decide to grant the right to represent the foundation to other persons.

§ 9 Action committees

The Board may set up action committees to deal with issues concerning the foundation’s activities. The Board appoints the committee’s chairman and vice-chairman and at least one but no more than five members who must be experts in the field in question.

The task of the committee is to submit proposals to the Board concerning 1) the method and time of announcing application periods for grants, rewards and allowances, 2) the acquisition of expert statements, and 3) the distribution of grants, rewards and allowances as well as providing educational and other support measures within the committee’s scope of influence. In addition, a committee can take other actions to help and promote the foundation’s activities in the respective field in accordance with the Board’s instructions.

 

§ 10 Financial Committee

The Board may also set up a financial committee consisting of a chairman, vice-chairman and at least one but no more than three members appointed by the Board. The financial committee provides the Board with statements on important financial issues as and when requested.

Members of the financial committee must be experts in the fields of finance and economics.

§ 11 General meetings

The chairman calls general meetings. If the chairman is unavailable, the vice-chairman calls the meetings with the senior member of the Board acting as his/her deputy.

The quorum required for meetings is the majority of the Board’s members; the chairman and/or vice-chairman must be present. Voting is based on the majority principle. If the vote is tied, the chairman’s vote shall be decisive.

A meeting shall be called whenever requested by at least two Board members.

Minutes of each Board and committee meeting must be recorded. Minutes must be signed by the chairman and one other member present at the meeting.

§ 12 Board’s activities

In addition to what is stipulated in the Finnish Foundations Act and these Articles of Association, the Board shall:

  1. Prepare the foundation’s annual business activities report for the previous accounting year;
  2. Adopt and sign at the annual general meeting the foundation’s accounts and annual business activities report for the previous year; The accounts and the Board’s annual report shall be given to the auditors immediately after the annual general meeting and the auditors shall submit their report by the end of April. If deemed necessary, based on the auditors’ report, a Board meeting shall be called in May to decide on any measures that need to be taken;
  3. Confirm the budget for the next accounting year at the annual general meeting or at an additional meeting;
  4. Appoint at least five but no more than nine Board members at the annual general meeting and, if necessary, at least one but no more than three proxies, and, if necessary, a chairman and vice-chairman to serve until the next annual general meeting;
  5. Approve the fees to be paid to the members of the Board and committees;
  6. Approve the auditors’ fees;
  7. Appoint at the general annual meeting at least one but no more than two auditors and their deputies, to audit the foundation’s accounts and management for the current year;
  8. Appoint committees’ chairmen, vice-chairmen and members at the annual general meeting to serve until the next annual general meeting;
  9. Decide at the annual general meeting or at an additional meeting on the grants and rewards that are to be granted and on other support measures that are to be provided;
  10. Decide at the annual general meeting or at an additional meeting on the instructions and advice regarding the committees’ activities;
  11. Examine at the annual general meeting or, if necessary, at an additional meeting how the foundation’s funds are being invested;
  12. Provide the authorities with any legally required documentation and other information as well as submit without delay certified copies of accounts, balance sheets, the auditors’ report and the Board’s annual report as well as a notice of any changes regarding the members of the Board and the persons entitled to represent the foundation to the appropriate authority as required by legislation effective at the time.

§ 13 Amendments to the Articles of Association

If amendments to the foundation’s Articles of Association are deemed necessary due to changes in circumstances or for other reasons, the foundation shall make sure any such amendments are made and shall apply for approval thereof to the National Board of Patents and Registration of Finland.

§ 14 Dissolving the foundation

The foundation may only be dissolved if there are no longer prerequisites for its operation.

The decision on dissolving the foundation shall be made in the same way as stipulated under article 13.

If the foundation is dissolved, its funds are to be used in accordance with the foundation’s objects.

§ 15 Other provisions

Other provisions are subject to the Finnish Foundations Act.