Rules of the John Nurminen Foundation
RULES OF A FOUNDATION BY THE NAME OF THE JOHN NURMINEN FOUNDATION
1. The name and registered office of the foundation
The name of the foundation is John Nurmisen Säätiö, John Nurminens Stiftelse in Swedish, John Nurminen Foundation in English, and it is domiciled in Helsinki
2. The purpose of the foundation
The purpose of the foundation is to preserve and cherish the history of international exchange and related service industries and Finnish cultural heritage, and to maintain the public’s interest in these matters.
3. Fulfilling the purpose
To fulfil its purpose, the foundation
The basic capital of the foundation consists of the objects and materials mentioned in the charter of foundation and of funds totalling EUR 25,228.19.
The foundation is entitled to receive donations and legacies and to increase its assets in other ways.
The affairs of the foundation are managed and the foundation is represented by a Board of Directors consisting of no fewer than five and no more than ten members elected for one calendar year at a time.
The foundation can have a CEO or a Secretary General or both. The Board of Directors elects the Secretary General and/or the CEO or both and decides on the remuneration and other terms of contract. The Secretary General and the CEO may be full-time or part-time. All of the officials of the foundation must have sufficient expertise to fulfil the purposes of the foundation.
6. Election of the Board of Directors
The Board of Directors of the foundation shall supplement itself. If possible, the Board of Directors should include a descendant, in direct line, of Matti Pellervo Nurminen, holder of the Finnish honorary title of merenkulkuneuvos.
The Board of Directors shall elect a Chairman and a Vice Chairman from among its members in the first meeting of each calendar year.
7. Remuneration of the Board members
The members of the Board of Directors may be paid a normal and reasonable meeting fee and a reasonable remuneration for other work done to benefit the foundation. The Board of Directors shall decide on the remuneration amount.
8. Board meeting
The Board of Directors shall be convened by the Chairman or, in his/her absence, by the Vice Chairman. The way of convening a meeting and delivering other notifications to the Board members shall be decided on by the Board of Directors in the first meeting of its term.
The Board of Directors constitutes a quorum when half of the members are present, one of whom shall be the Chairman or the Vice Chairman.
Decisions shall be made by simple majority of votes. In case of a tie, elections shall be decided by lot, but where other matters are concerned, the Chairman of the meeting shall have the decisive vote.
Minutes shall be prepared with respect to each Board meeting, and they shall be signed by all the Board members present in the meeting
9. Annual meeting
The Board of Directors shall convene in an annual meeting by the end of March each year.
The annual meeting shall:
adopt the report of the Board of Directors and the financial statements;
decide on the budget of the ongoing year;
decide on the remuneration of the Board members and auditors;
elect an auditor or his/her deputy auditor or an audit firm.
The auditor and his/her deputy or the audit firm shall be an auditor or an audit firm authorised by the Central Chamber of Commerce.
The financial period of the foundation is one calendar year. The accounts and the Board report of the activities of the foundation in the previous year shall be submitted to the auditor after the annual meeting.
If the auditor’s report gives cause to do so, the Board of Directors shall convene in May to decide on what measures the auditor’s report gives cause to.
The foundation shall be represented by each member of the Board of Directors alone, by the CEO or by a person or persons whom the Board of Directors authorises to represent the foundation.
If a Board member or a representative changes, the Finnish Patent and Registration Office’s Register of Foundations shall be notified without delay.
The rules of the foundation may be amended, if all the members of the Board of Directors are in favour. The amendment of the rules shall be submitted to the Finnish Patent and Registration Office for confirmation.
The dissolution of the foundation shall be decided on in the same order.
If the foundation is dissolved, the assets remaining with the foundation after the payment of the debts shall be given, as the collection and fund of the John Nurminen Foundation, for use in the fulfilment of the purpose mentioned in paragraph 2 of the rules.