Bylaws of the Finnish Veterinary Foundation

1. Name and domicile of the Foundation

The name of the Foundation is the Finnish Veterinary Foundation, and its domicile is Helsinki.

2. Purpose of the Foundation

The purpose of the Foundation shall be to support and promote veterinary research and education as well as practical veterinary care and related services.

3. Implementation of the purpose of the Foundation

The Foundation shall implement its purpose by awarding grants and scholarships, disseminating information and organising training, and shall use equivalent means to support research and other activities that enhance its goals.

4. Basic capital

The basic capital of the Foundation comprises the assets specified in its charter. The assets of the Foundation must be invested in a secure and profitable manner.

The Foundation may accept grants, donations and legacies and may accumulate its assets by other means (excluding business activities) specified in the Foundations Act. If the deeds of donation or legacies so require, special foundations shall be established for the funds donated and the Board of Trustees shall confirm the regulations governing these foundations.

5. Board of Trustees

The Foundation shall be managed and represented by a Board of Trustees. The Board of Trustees shall have a minimum of five (5) and a maximum of nine (9) members. Members of the Board of Trustees shall serve a term of three calendar years.

The members of the Board of Trustees shall be elected by the Faculty Council of the Faculty of Veterinary Medicine at the University of Helsinki. Should the Faculty Council fail to elect the trustees for the next term by 1 December, the Board of Trustees shall elect these trustees.

The Board of Trustees shall elect a chair and a deputy chair from among its members in the first meeting of each year.

6. Meeting of the Board of Trustees

The Board of Trustees shall convene for an annual meeting by the end of March each year. The Board shall also convene when necessary or when at least two Board members request in writing that a meeting be organised to handle a matter they have raised.

Invitations to a meeting of the Board of Trustees shall be delivered in writing to each Board member at least five days before the meeting. Other communications to the Board members shall be delivered in the same manner.

The Board shall convene at the invitation of the chair or, if the chair is unable to convene a meeting, at the invitation of the deputy chair.

No less than half of the Board members, as well as the chair or the deputy chair, shall constitute a quorum.

Unless specified otherwise in these bylaws, decisions shall be taken by a simple majority. In the event of a tie in an election, lots shall be drawn. In other matters, the motion supported by the chair of the meeting shall carry forward.

The Board must keep minutes of its meetings, where decisions made and votes taken must be recorded. The minutes shall be signed by the Chair and by at least one other member elected in the meeting for this purpose.

7. Remunerations of the members of the Board of Trustees

The members of the Board of Trustees may be paid a reasonable fee for attending the meetings as well as other reasonable fees for work completed on behalf of the Foundation.

8. Annual meeting

The Board of Trustees shall convene for an annual meeting by the end of March each year.

The annual meeting shall deal with the following matters:

1. Decision on the approval of the annual report and financial statement of the Board of Trustees
2. Decision on the approval of the budget for the current year
3. Decision on remuneration for attending the meeting, and
4. Election of two auditors and their deputies

At least one of the auditors and his or her deputy shall be authorised by the Central Chamber of Commerce or a chamber of commerce, or the auditor may also be an auditing agency authorised by the Central Chamber of Commerce or a chamber of commerce.

9. Signing for the Foundation

The name of the Foundation may be signed jointly by the chair and the deputy chair of the Board of Trustees, or by either of them together with a Board member.

The Board of Trustees may authorise the Foundation's representative, official or another person to sign on behalf of the Foundation, together with the chair or the deputy chair of the Board of Trustees.

10. The Foundation's representative and other officials

The Board of Trustees may appoint a representative and other officials for the Foundation and determine their remunerations.

The Board of Trustees may appoint a working committee from among its members.

11. Financial year and closing of the accounts

The financial year of the Foundation shall be the calendar year. The accounts shall be closed for the first time on 31 December 1996. The financial statement and the Board's annual report for the previous year must be submitted after the annual meeting to the auditors, who shall submit their report by the end of April.

Should the auditor's report raise concern, the Board of Trustees shall convene during the month of May to decide on measures called for by the Auditor's report.

12. Annual reports and notifications to the National Board of Patents and Registration

Certified copies of the profit and loss account and balance sheet with enclosures, of balance sheet specifications as well as of the annual report and auditors' reports must be submitted to the National Board of Patents and Registeration within six months of the end of the financial year.

Changes in the membership of the Board of Trustees and in the persons authorised to sign for the Foundation must be notified to the Register of Foundations of the National Board of Patents and Registration without delay.

13. Amendments to the bylaws and termination of the Foundation

The bylaws of the Foundation may be amended if at least two-thirds of the members of the Board of Trustees are in favour of the amendment. The amendment to the bylaws must be confirmed by the National Board of Patents and Registration.

The Foundation shall be terminated in accordance with the same rules.

Should the Foundation be terminated, its assets shall be used in the manner decided on by the Board of Trustees for purposes specified in Section 2.