Rules of the Association

Annual Meeting 18 April 2008

§ 1

NAME AND DOMICILE

The name of the Association is Paperi-insinöörit – Pappersingenjörerna – Paper Engineers’ Association r.y. and its domicile is Helsinki.

§ 2

LANGUAGES

In conducting its activities the Association uses Finnish, Swedish and English.

§ 3

PURPOSE AND ACTIVITIES

The purpose of the Association is to promote and support the professional skills of its members and to promote the development of the forest cluster as a whole by providing a bond between those working in the forest industry and closely-related industries.

To fulfil its purpose, the Association

seeks to make the industry more attractive
influences university-level education relating to the industry and arranges in-service training
arranges meetings, conferences and presentations
produces publications
gives out grants and awards
works together with other similar associations

§ 4

MEMBERS

The members of the Association may be honorary members, annual members, permanent members, student members, invited members or corporate members.

The decision to admit new members and to expel existing members shall be taken by a meeting of the Association as proposed by the Board of the Association.

§ 4.1

HONORARY MEMBERS

At the unanimous recommendation of the Board of the Association, the Association may invite persons to become honorary members. Honorary membership may be awarded in recognition of work of outstanding merit on behalf of the Association and the industry.

An honorary membership is conferred by a meeting of the Association, if necessary by ballot. In such cases, the Board of the Association's recommendation must be supported by four-fifths (4/5) of the votes cast at the meeting.

§ 4.2

ANNUAL MEMBERS

A person may, on application, be admitted as an annual member of the Association provided he/she holds a university-level degree or similar and is engaged in work requiring the skills and knowledge acquired in the industry as specified in § 3.

A person applying to become an annual member must be proposed by three existing members and receive the unanimous recommendation of the Board of the Association and the approval of a meeting of the Association.

The Association may also admit as an annual member a person from outside the industry mentioned provided he/she has the necessary personal qualifications and if such membership will otherwise promote or support the Association in fulfilling its purpose.

§ 4.3

PERMANENT MEMBERS

Annual members who have been members of the Association for at least 20 years shall, upon retirement, become permanent members of the Association.

Members who retire from work shall retain their existing membership of the Association unless they become permanent members.

§ 4.4

STUDENT MEMBERS

Persons who have studied for at least two years at an educational institution mentioned in § 3 may, on application, be admitted as a student member of the Association. Persons who have been student members may, upon obtaining their degree, be admitted as annual members at a meeting of the Association.

§ 4.5

INVITED MEMBERS

The Association may invite a person in a prominent position who does not otherwise qualify for annual membership to become an invited member. It is required that the services or activities of the body headed or represented by the person in question be of particular value to the activities and development of the industry as specified in § 3 or that such membership will otherwise greatly promote or support the Association in fulfilling its purpose.

§4.6

CORPORATE MEMBERS

An incorporated society whose activities fall within the industry specified in § 3 may, on application, be admitted as a corporate member of the Association. Each corporate member shall have the right, together with annual members, to propose new annual members to the Association.

§ 5

RESIGNATION AND EXPULSION

Any member wishing to resign from the Association must inform the Association’s Board or its chairman of this in writing. Members may also announce their resignation at a meeting of the Association. Such resignation shall take effect from the first day of May following the announcement to resign.

A member resigning from the Association shall pay his/her membership fee up until the end of the membership fee payment period. The Association’s membership fee payment period is from 1 May to 30 April.

The Association may expel any member who has failed to pay his/her membership fee for two (2) years.

§ 6

MEMBERSHIP FEES

Honorary and invited members shall be exempt from annual membership fees.

Other members of the Association shall, with the exceptions stated below, pay an annual membership fee, the amount to be decided by the Association’s Annual Meeting. The fees for the different categories of member shall be independent of each other.

Annual members shall pay the full membership fee for the year in which they join if their membership begins in the first half of the year, otherwise half.

Members who have retired and members who have become permanent members in accordance with § 4.3 shall be exempt from paying the annual membership fee from the beginning of the next membership fee payment period though not for payment relating to publications.

The annual membership fee to be paid by corporate members shall be determined by the net sales in Finland of the corporation concerned.

§ 7

ANNUAL MEETING

The Annual Meeting of the Association shall be held in Finland before 31 May each year. The meeting shall adopt the following procedure

opening of the meeting
election for the meeting of a chairman, secretary, two scrutinizers of the minutes, and, if necessary, two vote counters
declaration that the meeting is legal and constitutes a quorum
approval of the agenda for the meeting
presentation of the Association’s annual report of operations
presentation of the Association’s accounts and statement by the auditors
adoption of the accounts
granting freedom from liability to the members of the Board of the Association and other accountable persons
adoption of the annual membership fees
appointment of committees, forums and other bodies
election of

the chairman of the Board of the Association
the vice chairman of the Board of the Association
chairmen for the various committees and other bodies
other Board members, who together shall form the Board of the Association; appointment from among the Board members of one member who shall be entitled to sign for the Association in the manner prescribed in § 13

election of two auditors to audit the Association’s accounts and administration, and one deputy auditor
election of fiduciaries for the Association
handling of any other matters put forward by the members of the Board of the Association or members of the Association. To be considered for discussion, such matters shall be presented to the Board of the Association in writing at the latest thirty (30) days before the date of the meeting.

§ 8

OTHER MEETINGS

The Association shall also convene when considered necessary by the Board of the Association or if requested in writing by at least one-tenth of the Association’s members to deal with a specified matter. In such cases, matters to be raised by individual members shall be submitted to the Board of the Association as prescribed in § 7.

§ 9

CONVENING A MEETING OF THE ASSOCIATION

A meeting of the Association shall be convened by the Board of the Association, which shall notify all the Association’s members either by letter or by e-mail at least fourteen (14) days before the date of the meeting.

§ 10

VOTING

Honorary, annual, invited, permanent, student and corporate members shall have the right to vote at meetings of the Association. Corporate members shall have only one vote each, irrespective of size.

All voting shall be open, unless a closed ballot is requested.

Unless stipulated otherwise in these Rules, issues shall be decided by simple majority of votes cast.

In the event of a tie, an election shall be decided by lot. In all other cases the chairman’s vote shall be decisive.

Members who are absent from a meeting shall have the right to vote by proxy. A member present at the meeting may exercise the right of proxy of one member only.

§ 11

BOARD OF THE ASSOCIATION

The affairs of the Association shall be managed by a Board comprising a chairman, vice chairman and members, the total number of members of the Board of the Association so composed to be not less than five (5) and not more than twelve (12). Members of the Board of the Association shall represent themselves but shall be drawn as equitably as possible from companies and other organizations within the industry.

The Board of the Association shall have a quorum when the chairman or vice chairman and four members are present.

The Board of the Association shall convene when the members are notified at least seven (7) days before the meeting.

At meetings of the Board of the Association, each Board member shall have one vote. Issues shall be decided by simple majority of votes cast. In the event of a tie, the chairman’s vote shall be decisive.

Decisions taken by the Board of the Association shall be communicated to all members of the Board.

Members of the Board of the Association and the Association’s fiduciaries shall be elected for one year at a time.

§ 11.1

DUTIES OF THE BOARD OF THE ASSOCIATION

It is the duty of the Board of the Association to implement the Association’s decisions, to manage the Association’s business and financial affairs, to promote the Association’s activities, to safeguard the Association’s interests and to oversee compliance with these Rules.

The President shall manage the Association’s operative activities and implement decisions taken by the Board. The President shall be appointed by the Board of the Association. The President shall attend Board meetings in the capacity of a presenter.

The Board of the Association shall appoint from among its members for one year at a time an Executive Committee to prepare matters for discussion and to handle day-to-day affairs. The Executive Committee shall comprise the chairman and vice chairman of the Board of the Association, the President of the Association and either one or two Board members.

The Board of the Association may appoint committees, forums and working groups to prepare and handle specific tasks and may appoint their chairmen.

The Executive Committee, other committees, forums and working groups shall be subordinate to the Board of the Association.

§ 12

COMMITTEES, FORUMS AND OTHER BODIES

The function of committees, forums and working groups shall be to promote the purposes of the Association in their own areas of expertise by working independently and under the scrutiny of the Board of the Association.

§ 13

SIGNING THE ASSOCIATION’S NAME

The Association’s name shall be signed by the chairman, vice chairman, a Board member appointed by the Annual Meeting and the President, two together, who shall sign both their name and their position within the Association.

§ 14

NOMINATING COMMITTEE

It is the duty of the Nominating Committee to prepare nominations for consideration at the Association’s Annual Meeting.

The Nominating Committee shall comprise the three previous chairmen of the Association and the present chairman unless decided otherwise by the Annual Meeting.

The Association’s chairman shall convene a meeting of the Nominating Committee, which shall appoint from among its number a chairman for the meeting.

§ 15

ACCOUNTS AND AUDITING OF THE ACCOUNTS AND ADMINISTRATION

The Association shall close its accounts at the end of each calendar year. The accounts, together with all necessary documentation and the annual report of operations by the Board of the Association, shall be submitted to the auditors no later than three (3) weeks before the Annual Meeting. The auditors shall submit a written statement to the Board of the Association no later than two (2) weeks before the Annual Meeting.

§ 16

AMENDMENT TO THE RULES

Amendments to these Rules may be made at two meetings of the Association, separated by at least one month, one of which shall be the Annual Meeting. For these Rules to be amended, the proposed amendments must be supported at both meetings by at least three-fourths (3/4) of the participants who have the right to vote.

§ 17

DISSOLUTION OF THE ASSOCIATION

Dissolution of the Association requires a majority of seven-eighths (7/8) of the votes cast by participants at two consecutive meetings of the Association separated by at least one month. On dissolution, the assets of the Association shall be used for research and training in support of the development of the forest cluster.

§ 18

RIGHTS OF MEMBERS TO BE RETAINED