Regulations of the Association

1 § Name and Registered Office of the Association

The name of the association is FLIP ry (hereafter the association) and its registered office is in Helsinki.

2 § Purpose and Tasks

The association operates as a producers' community of lamp producers operating in the Finnish markets.

The association is responsible for fulfilling the obligations regulated in the Waste Act (1072/ 1993, revised 452/ 2004) and Decree (852/ 2004) on behalf of lamp producers. The goal of the association is to ensure on behalf of the producers that join the association as another party that the collection, transport and recycling of used lamps is appropriately organised, the reporting to the authorities is organised in accordance with the Act as well as to manage the acquisition of services related to them.

The association operates according to its purpose as a partner with the authorities and interest groups as well as participates in the promotion of interests within the European Lamp Companies Federation (ELC). The association follows the sector's legislation and development as well as introduces bills and proposals to the authorities.

The association operates as a non-profit association, but has the right to own shares in a company that has been founded to produce services to businesses in order to fulfil the obligations in accordance with the Waste Act and Decree.

3 § Members

A member of the association must be a producer defined in the Council of State's Act on electrical and electronic waste (hereafter the Act), and refers to a company that manufactures, imports or sells lamps with its own trademark specified in Appendix 1, paragraph 5 of the Act. The member companies are legal persons, which are registered organisations either in Finland or another EU member state, operating in the Finnish markets.

4 § Cancellation of Membership

4.1 A member can resign from the association by giving in a written notice of resignation to the board of directors or the chairman of the association. A member can also notify of his/her intention to resign from the association in the general meeting of the association, whereupon the intention shall be recorded in the minutes. The resignation shall come into force at the end of the calendar year during which the notice of resignation has been given in. The term of notice shall, nevertheless, be a minimum of six months.

4.2 By a proposal of the board of directors the general meeting of the association can decide to expel a member organisation if the organisation breaches the regulations, fails to pay its membership fee or its share of the expenses resulting from taking care of the obligations of the association in accordance with the Act, or when the organisation's participation contract has ended.

The decision must be made by a three-quarter (3/4) majority among the members present. Expelling from membership shall come into force at the end of the calendar year during which the decision to expel has been made.

The expelled member organisation does not have the right to reclaim the membership fees it has paid to the association. The expelled member organisation is obligated to pay its membership fees until the expelling comes into force and to compensate the expenses to the association.

The member organisation loses all its rights to the association and to its assets when it is expelled.

5 § Member Register

The board of directors ensures that the member register of the association shall be maintained and kept as required by the legislation. The association's public member register and record of previous members shall be maintained and kept at the association's office or at the office of an authorised external service provider.

6 § Membership Fee

The association's annual membership fee shall be one thousand (1000) euros for the first year, and it will be revised annually at the association's autumn meeting. The membership fee shall be paid annually in one instalment into a bank account indicated by the association. The first membership fee shall be paid within thirty days of the start of the membership.

7 § Votes and Voting of Members

Members of the association shall use their power of decision-making according to the proportion of the votes in the general meeting of the association.

In the association's general meetings each member shall have one (1) vote. None of the members of the association can vote by more than three powers of attorney.

The voting and elections shall be open, unless any of the participants of the meeting demands voting by closed ballot.

8 § General Meetings and Additional meeting

The Association has two ordinary meetings each year. The spring meeting shall be held in May at the latest and the autumn meeting in November at the latest. The additional meeting of the association shall be held when the board of directors or the auditors consider it necessary or when at least two (2) of the enfranchised members demand so in writing for a notified matter.

Summons to the general meeting shall be sent to the members' address in writing or via email at the latest 21 calendar days before the meeting.

8.1 § Spring Meeting

Following matters are discussed in the spring meeting:

• The board of directors' report of the previous financial year and the previous year's financial statement and auditors' notations
• Verification of the financial statement
• Granting an exemption from accountability and liability to the board of directors
• Any other business that the board of directors presents to be discussed
  

8.2 § Autumn Meeting

Following matters are discussed in the autumn meeting:

• Election of members of the board of directors and auditors
• Approval of the board of directors' strategy and budget
• Any other business that the board of directors presents to be discussed
• Presentations of Association members that have been submitted to the chairman of the board or the representative named by the board. Presentations should be submitted three weeks before the meeting in writing or by email confirmed with delivery receipt
  

One representative from each member organisation shall participate in the meeting of the association, and decisions shall be made by simple majority vote unless the matter to be decided on requires a larger share of the votes according to the regulations. Decisions can only be made on matters that have been written down on the agenda in advance and forwarded to the member organisations.

9 § Board of Directors and its Assembly

The board of directors guides the operation of the association. Only natural persons can be elected as members of the board of directors.

The board of directors comprises of three (3) to five (5) members. A member shall be elected for the board of directors for three years at a time, and can be re-elected. The board of directors shall elect a chairman and a deputy chairman from among its members.

10 § Tasks of the Board of Directors

The board of directors of the association directs the activity of the association as well as discusses and decides on matters that are not handled in the general meeting of the association.

The board of directors is responsible for the approval of the strategy and its compliance, the budget as well as the annual accounts. The board of directors can buy services from external organisations and/or experts in order to carry out its tasks. Furthermore, the board of directors may have a secretariat that supports it in carrying out its tasks.

11 § Authorised representative

To help carry out its task the association may have an independent authorised representative that can be either employed in the association or whose tasks can be bought from an external service provider.

The board of directors shall appoint and give a notice to the authorised representative. A member of the board of directors of the association cannot act as an authorised representative.

The representative must adhere to absolute confidentiality in carrying out the tasks given to him/her, and s/he must not forward to outsiders any sensitive information, which has been acquired or received by the association for the board of directors, the members or a third party regarding the business activity.

12 § Termination of Membership of the Board of Directors

Membership of the board of directors ends at the end of each three-year term as referred to in Section 8, or when a member resigns from his/her task. The membership of the board of directors also ends if a member is unable to carry out the tasks required by the membership, or when the general meeting decides on giving a notice to a member by a proposal of at least two members.

13 § Representation

The board of directors represents the association with its relationship to outsiders and the authorities. Both the chairman of the board and representative, alone and separately, sign on behalf of the association.

The board of directors may grant authorisation to a member of the board of directors of the association or an authorised representative to represent the association in separately defined matters.

14 § Working in the Board of Directors

14.1 § Board decision-making

The members of the board of directors have one vote each. Unless otherwise defined in the regulations the decisions shall be made by simple majority vote, nevertheless, subtracting those votes that are not used in the meeting. If the votes are even the vote of the chairman shall be conclusive. The board of directors has a quorum when at least half of the members of the board of directors are present including the chairman.

The following matters require a unanimous decision: taking out or securing a loan.
Decisions on the above-mentioned matters must be approved by the absent members of the board of directors in the next meeting or in writing.

The board of directors can also make decisions outside the meetings whereupon the votes must be given in writing by letter, fax or email. These decisions shall be written down in the minutes and shall include the matters to be decided on, information of the members of the board of directors that have participated in the decision, documentation related to the decision and the responses of those that have participated in the decision.

The decision of the board of directors and the voting results must be written down and verified by a signature of the chairman and another member of the board of directors as well as added in the minutes of the meeting.

If the decision of the board of directors is made in any other order it is not be effective.

14.2 § Meetings of the Board of Directors

The practice of the meeting of the board of directors shall be as follows:

• The meeting of the board of directors shall be held at least once a year or as often as the chairman of the board of directors considers necessary. Three members of the board of directors can also ask the chairman to convene a meeting of the board of directors to discuss a matter they have notified of.
• The chairman of the board of directors shall convene a meeting of the board of directors by a written summons, and s/he shall forward the agenda of the meeting to the members of the board at least five working days before the meeting. In urgent matters the summons can be forwarded later by discretion of the chairman.
• The meeting is presided by the chairman of the board of directors, and when s/he is absent by the deputy chairman.
• The meetings can also be held in the form of telephone or videoconferences.
• The minutes of the meeting shall be drawn up by a member of the board of directors or an authorised representative chosen for the task in each meeting.
• The voting shall be carried out orally, but when choosing a person, in writing, unless decided otherwise by the chairman.
  

15 § Financial Year

The calendar year shall be the financial year of the association, and a balance sheet and a profit and loss account shall be drawn up for each financial year. The balance sheet and the profit and loss account shall be forwarded to the association%u2019s auditor at least one month before the spring meeting in which they shall be verified.

16 § Amending the regulations

The board of directors can by itself bring forward and prepare a proposed amendment to the regulations of the association, and shall also prepare a proposed amendment at the request of at least two members. The general meeting shall decide on amendments to the regulations of the association. The decision is effective unless it is in conflict with the legislation or other regulations and when it is supported by at least four-fifth (4/5) of the votes of the association.

17 § Dissolution of the Association

A decision on the dissolution of the association must be made in the general meeting of the association and it requires the support of four-fifth (4/5) of the votes of the association.

Provided the association has been dissolved its assets shall be used in a way that promotes the goal of the association as defined in the meeting that decided on the dissolution. If the meeting decides to discontinue the operation of the association its assets shall be used for the same purpose. 

FLIP Association's regulations updated 8 November 2007