1 § Trade name and domicile
The trade name of the co-operative is ICT-tuottajaosuuskunta, in Swedish ICT Producenternas Andelslag and in English ICT Producer Co-operative, and its registered office is in Helsinki.
2 § Activities and purpose
The ICT Producer Co-operative operates as a producer organization for producers of information and telecommunications technology equipment in accordance with the Government Decree on the recycling of waste electrical and electronic equipment.
The ICT Producer Co-operative looks after the obligations of its producer members as a producer organization to ensure compliance with the requirements of the EU WEEE Directive, the battery and accumulator Directive, and the corresponding national legislation in Finland.
3 § Right of non-members to use the services of the co-operative
The services provided by the ICT Producer Co-operative can only be used by members of the co-operative, unless the Board of Directors of the co-operative otherwise decides.
4 § Application, discharge and resignation of membership
An ICT producer or authorized representative who wishes to become a member of the co-operative has to deliver a written application for the consideration of the Board of Directors. The membership begins when the application has been approved and the security as determined by the co-operative for the looking after of the members’ obligations has been given. By becoming a member, the company accepts that, in order to ensure fair treatment for all members that checks can be carried out at the discretion of the producer organisation’s board to verify the accuracy of the reporting data submitted by member companies to the cooperative.
Only registered legal persons that are producers or authorized representatives defined in the Waste Law are accepted as members.
Members can resign from the co-operative by delivering a written letter of resignation to the co-operative. A letter of resignation shall be considered as delivered to the co-operative when it has come to the attention of a member of the Board of Directors, the Chief Executive Officer or any other party which has the sole or joint right to sign for the co-operative. The Board of Directors can expel a member if the member has neglected its obligations derived from the membership or no longer meets the preconditions of membership. The member’s duties cease when all payments have been settled and all reports requested by the ICT Producer Cooperative have been submitted for the period up to the member’s resignation.
5 § Membership register
The Board must ensure that a membership register of the members of the co-operative is kept in accordance with the law. The membership register and a list of former members must be retained at the head office of the co-operative where it can be viewed by the members and creditors of the co-operative. The members and the creditors have the right to obtain a copy of the membership register in whole or in part against payment of any relevant costs. Also other parties that can show pertinent interest are entitled to the same.
6 § Shares and membership fee
Each member is required to participate in the co-operative with at least one share. Founding members are involved in ICT Producers Co-operative at ten (10) shares. Co-operatives meeting can decide to grant voluntary shares to new members.
The nominal value of one share is one hundred (100) Euro, which must be paid in a single installment to a bank account appointed by the Board within 30 days of approval of membership.
7 § Additional fees
The annual meeting of the producers co-operative can decide by a simple majority vote on collecting an extra charge as a loan in order to improve the financial standing or finance investments during the activity of the co-operative. The loan will be taken out from members conforming to equality according to how much each member takes advantage of the services of the co-operative, at the most up to the amount of the recycling fees of the last six months. Nevertheless, a maximum loan of 50.000 euros can be taken out from a member.
Collected loans will be paid back to the members at the earliest within one (1) year and at the latest within ten (10) years from the end of the financial year in which each loan has been taken out from a member. If a membership expires before than the loan, the loaned amount will be paid back to the member in connection with his/her co-operative contribution. A loan can be paid back subject to the same general conditions as the co-operative contribution. A reference rate of interest confirmed by the Bank of Finland will be paid for the loan in accordance with the Interest Act.
8 § Initiation fee
Any party obtaining membership after the founding of the co-operative must pay an initiation fee as its payment obligation. The amount and other terms have been determined by the general meeting of the co-operative. A general meeting can also authorize the Board of Directors to decide on this issue. Such an authorization can be deputed for no longer than five (5) years at a time.
9 § Reserve fund and other funds
The co-operative must have a reserve fund. Five (5) percent of the residue of the accounting period as shown on the balance sheet, of which the loss on the balancing sheets from the previous accounting periods has been deducted, must be transferred to the reserve fund. The reserve fund must be increased until it is at least the hundredth part (1/100) of the sum total of the balance sheet but no less than two thousand five hundred (2 500) Euro.
A producer responsibility reservation shall be made annually in the co-operative’s financial statement in the amount of at least 50 % of the operative producer responsibility costs incurred by the co-operative in the preceding fiscal period (12 months). The co-operative shall retain the money allocated for producer responsibility in liquid form, on a separate financing assets bookkeeping account. The funds meant for taking car eof producer responsibility may only be used for producer responsibility obligation in compliance with section 64 of the Waste Act (646/2011).
10 § Income residual
Income residual can be distributed as a residual refund among the members according to the extent to which they have used the co-operative’s services. The distribution of residual is decided by the general meeting of the co-operative.
11 § Fees collected by the co-operative for its services
The Board of Directors decides about the billing price for the goods or services purchased by the co-operative.
12 § Meetings of the ICT Producer Co-operative
The members may use their power of decision as to issues pertaining to the co-operative at the general meetings. The meetings of the ICT Producer Co-operative are either ordinary or extraordinary general meetings.
Each member receives one vote for every thousand kilograms (kg) of new electrical appliances and electronic devices classified as consumer products and placed annually on the Finnish market as reported to the co-operative by the member.
The number of votes is calculated annually in the annual report preceding the review period according to the number of kilograms of new electrical appliances and electronic devices classified as consumer products that the member reports having placed on the Finnish market.
The number of votes per member can however be no more than a tenth part (1/10) of the total number of votes of all members at the moment of adjusting the number votes.
The ordinary general meeting of the co-operative must be held annually within six (6) months of the end of the accounting period at a date determined by the Board of Directors.
An extraordinary general meeting must be held whenever the Board of Directors deems it necessary. An extraordinary general meeting must also be held if the auditor or members representing at least a tenth part of the total number of votes among all members request in writing for a specific issue to be discussed or it is requested by law. The announcement for an extraordinary general meeting must be delivered to the members within fourteen (14) days of the request.
The decision of a general meeting shall be the opinion which has been supported by members with more than a half of the votes cast in a poll. The person who gets the most votes in an election is considered elected. The same applies to elections with more than one person to be elected. In the case of a tie, the decision is taken by lot, and in other issues, the decision shall be passed in favor of the opinion supported by the Chairperson of the meeting.
The Chairperson of the general meeting must ensure that minutes are kept of each meeting. All decisions, and, when a decision has been taken by vote, the results of the poll must be entered in the minutes. The minutes must be signed by the Chairperson and at least one scrutinizer of the minutes who has been elected by the meeting. The minutes must be made available to the members in the head office of the co-operative no later than two (2) weeks from the date of the meeting. The minutes must be retained in a reliable manner. Each member has the right to, after covering for the relevant costs to the co-operative, obtain a copy of the minutes in whole or in part.
13 § Agenda of the ordinary general meeting of the co-operative
A co-operative’s ordinary general meeting should, in order to be properly constituted,
-a balance sheet and an audit report;
-on the confirmation of the profit and loss account and the balance sheet;
-on the measures called forth by the profit or loss on the confirmed balance sheet;
-on granting discharge of liability to the members of the Board of Directors and the Chief Executive Officer in the mentioned period of accounting;
-on the number of the Board members and their fees and repayment; and
-the Board members and,
-if necessary, an auditor and a deputy auditor.
14 § Call for a general meeting
The Board of Directors convenes the general meeting of the co-operative. An announcement of the meeting shall be delivered to the members no sooner than two months and no later than one week before the meeting. The announcement must be delivered to the members no sooner than two (2) months and no later one (1) month before the meeting if the agenda of the meeting contains issues provided in 4 Chapter 12 § of the Co-operatives Act.
An announcement of the meeting must be delivered to the members by mail, by letter via messenger, by fax or by e-mail to the addresses entered in the membership register or otherwise made known to the co-operative.
The announcement must contain the issues to be discussed at the meeting. If the items on the agenda include amendments to the co-operative rules, or issues provided in 4 Chapter 12 § of the Co-operatives Act or the issuing of supplementary shares or investment shares, the announcement must contain the main contents of the draft resolution.
Documents pertaining to the meeting and the draft resolution must be made available to the members prior to the meeting in a manner in accordance with 4 Chapter 15 § of the Co-operatives Act.
15 § Members’ initiative
Members have the right to demand for an issue to be discussed at a general meeting if they so request of the Board of Directors in writing in time for it to be included in the call for a meeting.
16 § Board of Directors
The Board of Directors of the ICT Producer Co-operative consists of at least six (6) and no more than eight (8) members, who each may have an elected deputy. The Board of Directors is entitled to use experts the costs of which is paid from the co-operative’s funds. The term of office of a Board member begins upon the end of the elective meeting and ends at the conclusion of the next ordinary general meeting following the election. The first Board meeting after the election shall be convened and opened by the oldest (by age) Board member, under the leadership of whom a Chairperson will be elected for the Board for one-year terms.
§ 17 Meetings of the Board of Directors
The Board of Directors is competent to make decisions if at least a half of its members are present. The decision taken by the Board will represent the opinion supported by more than a half of the persons present or, in the case of a tie, the opinion supported by the Chairperson. In the case of a tie in the election for Chairperson of the Board, the decision is taken by lot.
Minutes must be drawn up of the Board meetings and signed by the Chairperson of the Board and one member elected to and by the Board. Board members and the Chief Executive Officer have the right to have their differing opinion entered in the minutes. The minutes must be numbered consecutively and retained in a reliable manner.
18 § Chief Executive Officer
The ICT Producer Co-operative may have a Chief Executive Officer if the Board of Directors so decides.
The CEO must carefully look after the interest of the co-operative and tend to its affairs in accordance with the Co-operatives Act and its stipulations. The CEO must look after the day-to-day administration according to the guidelines or regulations issued by the Board. Any measures that might be considered unusual or extensive in light of the scope and nature of the co-operative’s activities can be taken by the CEO only if he/she has been authorized to do so by the Board or a decision can’t bear to wait without causing the co-operative essential harm. In the latter case, the Board must be notified of the measure as soon as possible.
The CEO must ensure that the co-operative’s accounts are kept according to law and its finances are managed in a reliable manner.
The CEO has the right to represent the co-operative in all the issues that are within the scope of his/her authority as mentioned above.
19 § Signing for the co-operative
The signing on behalf of the co-operative is performed by two (2) members of the Board of Directors together. The Board can also authorize the Chief Executive Officer to sign on behalf of the company together with one other member of the Board. The Board can also decide on the granting of procuration.
20 § Accounting period and balancing of the accounts
The accounting period of the co-operative is a calendar year. A balance sheet must be made of each accounting period. The balance sheet must be delivered to the auditor no later than one moth before the general meeting at which the profit and loss account and balance sheet are to be confirmed.
21 § Auditor and auditing of the accounts
The ICT Producer Co-operative must have an auditor and a deputy auditor who are elected for a time.
The auditor must give an audit report for each accounting period. The report must be delivered to the Board of Directors no later than two (2) weeks prior to the meeting in which the profit and loss account and the balance sheet are submitted for confirmation.
22 § Dissolution, liquidation and distribution of assets of the co-operative
Decision on the voluntary dissolution of the co-operation and its going into liquidation is taken in a general meeting of the co-operative. The decision is legal if it is supported by members representing at least two thirds (2/3) of the cast votes. If the co-operative is dissolved, its assets will be divided among the members according the most recently adjusted number of votes.
23 § Amendments in the rules
Amendments in the rules are decided by a general meeting of the co-operative. The decision is valid unless otherwise stipulated by the law or these rules and when it is supported by at least two thirds (2/3) of the cast votes.