RULES OF THE ASSOCIATION 4.6.2018

1. THE NAME AND REGISTERED OFFICE OF THE ASSOCIATION

The name of the association is AVITA – Audiovisual Industry Association and its registered office is in Helsinki.

2. PURPOSE AND NATURE OF THE ACTIVITY

The purpose of the association is to

• acting as the audiovisual industry’s central organisation
• dealing with member issues relating to the business and professional skills of member companies and individuals operating in the audiovisual sector
• business and professional lobbying of member companies and individuals in the audiovisual sector, excluding collective bargaining.
• promote cooperation between members.

To achieve its aims, the association carries out information, research, consultancy and other similar service activities in the field, makes presentations and initiatives, organises training events in the field, organises audiovisual exhibitions and carries out publishing activities in the field.

The association does not seek financial gain or any other economic benefit for its participants. The Association may own and manage movable and immovable property and accept donations.

3. MEMBERS

Regular members of the association can be any legal entity in the field that accepts the purpose of the association.

A private person or a legal entity that wishes to support the purpose and activities of the association may be accepted as a sustaining member.

Full members and sustaining members are approved by the Board of the Association upon application.

On the proposal of the Board of Directors, a person who has significantly promoted and supported the activities of the Association may be appointed Honorary President and on the proposal of the Board of Directors, a person who has significantly promoted the activities of the industry may be appointed Honorary Member.

4. RESIGNATION AND DISMISSAL OF A MEMBER

A member has the right to resign from the Association by notifying the Board or its Chairman in writing or by notifying the Association in a meeting to be entered in the minutes. The resigning member shall pay to the Association the membership fees due up to the date on which the decision to resign takes effect. The Board of Directors may expel a member from the Association if the member has failed to pay his or her membership fees when due or has otherwise failed to fulfil the obligations to which he or she committed himself or herself by joining the Association, or has caused serious damage to the Association by his or her conduct within or outside the Association, or no longer fulfils the conditions of membership laid down by law or in the Association’s statutes.

5. ACCESSION AND MEMBERSHIP FEES

The amount of the joining fee and the annual membership fee for ordinary members and sustaining members separately for each category of members shall be decided by the Autumn Meeting.

The amount of the membership fee is determined by the turnover of the company or, if the member belongs to a group and the whole group is engaged in AV business, by the group’s AV turnover.

The membership fee is distributed to the full members of the group in proportion to their AV turnover.

In order to receive member benefits, a company must register as a member and pay its membership fee.

Group definition: in addition to a formal group, a group of companies with the same capital owner (more than 50%) may be treated as a group. In this case, the ownership must be declared in the membership declaration.

6. BOARD OF DIRECTORS

The association’s affairs are managed by the Board of Directors, which consists of the ordinary members elected at the autumn meeting. The Board may consist of a minimum of six (6) and a maximum of twelve (12) members.

The term of office of a Board member is two calendar years.

A member of the Board of Directors may be elected for a maximum of three consecutive full terms of office. In the first instance, the candidates standing for re-election shall be drawn by lot.

If a member of the Board resigns before the end of his or her term of office, a new member may be elected for the remainder of the term of office of the resigning member at a meeting of the Association.

The Board elects a Chairman and a Vice-Chairman from among its members, and may appoint from among its members or from outside the Board such other officers as it deems necessary.

The Board shall meet at the invitation of the Chairman or, in his absence, the Vice-Chairman, whenever they consider it necessary or at the request of at least half of the members of the Board.

A quorum is constituted when at least half of its members, including the chairman or vice-chairman, are present.

Votes are decided by simple majority. In the event of a tie, the chairman shall have the casting vote, but in the case of an election, it shall be decided by lot.

7. REGISTRATION OF THE NAME OF THE ASSOCIATION

The name of the association is written by the chairman or vice-chairman of the board.

8. FINANCIAL PERIOD AND AUDIT

The financial year of the association is the calendar year.

The financial statements, together with the necessary documents, and the annual report of the Board of Directors must be submitted to the auditors at least one month before the spring meeting. The auditors must submit their written opinion to the Board of Directors at least two weeks before the spring meeting.

9. MEETINGS OF THE ASSOCIATION

The association holds two ordinary meetings each year.

The spring meeting of the association is held in January-June and the autumn meeting in September-December on a date determined by the board.

An extraordinary meeting shall be held when the Association’s General Assembly so decides or when the Board of Directors considers it necessary or when at least one tenth (1/10) of the Association’s members with voting rights request it in writing from the Board of Directors for a specifically notified matter. The meeting shall be held within thirty days after the request for its holding has been submitted to any member of the Board of Directors.

At a meeting of the Association, each Full Member, Honorary President and Honorary Member shall have one (1) vote. Voting rights may be exercised by proxy, one proxy per member. A sustaining member shall have the right to be present and speak at the meeting.

Unless otherwise provided in the rules, the decision of the Association shall be the opinion supported by more than half of the votes cast. Votes shall be decided by a simple majority of votes. In the event of a tie, the chairman of the meeting shall have the casting vote, or in the case of an election, a draw of lots.

10. CONVENING THE MEETING OF THE ASSOCIATION

The Board of Directors shall convene the meetings of the Association at least seven (7) days before the meeting by letter mailed to the members.

11. ORDINARY MEETINGS

The following matters will be discussed at the spring meeting of the association:

1. Opening of the meeting
2. To elect a chairman, secretary, two scrutineers and, if necessary, two tellers.
3. The meeting is deemed to be legal and quorate
4. Adoption of the Rules of Procedure of the meeting
5. Presentation of the financial statements, the annual report and the auditors’ opinion
6. Deciding on the adoption of the financial statements and granting discharge to the Board of Directors and other accountable persons
7. Other business mentioned in the invitation to the meeting

The following matters will be discussed at the autumn meeting of the association:

1. Opening of the meeting
2. To elect a chairman, secretary, two scrutineers and, if necessary, two tellers.
3. The meeting is deemed to be legal and quorate
4. Adoption of the Rules of Procedure of the meeting
5. To adopt the operating plan, the budget and the amounts of the membership and subscription fees for the next calendar year.
6. Election of the members of the Board of Directors
7. Election of one or two auditors and their deputy auditors
8. Other business mentioned in the invitation to the meeting

If a member of the Association wishes to have a matter discussed at the spring or autumn meeting of the Association, he or she must notify the Board in writing in sufficient time for the matter to be included in the notice of the meeting.

12. AMENDMENT OF THE STATUTES AND DISSOLUTION OF THE ASSOCIATION

The decision to amend the statutes and dissolve the Association must be taken at a meeting of the Association by a majority of at least three-quarters (3/4) of the votes cast.

The notice of the meeting must mention the amendment of the statutes or the dissolution of the association.

In the event of the dissolution of the Association, the assets of the Association shall be used to further the purposes of the Association in the manner determined by the meeting deciding on the dissolution. If the Association is dissolved, its assets shall be used for the same purpose.