BYLAWS OF THE JANE AND AATOS ERKKO FOUNDATION
§ 1 Name of the foundation
The name of the foundation is the Jane and Aatos Erkko Foundation, and it is registered in the city of Helsinki.
§ 2 Purpose of the foundation
The primary purpose of the foundation is to promote and support research and education in the fields of technology, economics and medicine.
Another goal of the foundation is to promote arts and culture, as well as sports, physical education and well-being and thereby serve the interests of the Finnish nation.
The foundation implements the legislative principles of foundation activities by annually distributing a significant proportion of its capital revenue for purposes of public interest.
The foundation realises its purpose by maintaining or supporting research and education activities. The foundation grants scholarships, rewards and allowances, supports research projects in various Finnish and international institutes and conducts other supportive measures.
The key focus area of the foundation’s activities is supporting post graduate studies and research.
Activities can also take place outside Finland.
§ 3 Initial capital
The foundation has received EUR 1,000,000 in cash from its founder as its initial capital.
The foundation may receive subsidies, donations and bequeathed funds and increase its assets, excluding by means of business activity.
§ 4 Asset management
The foundation’s funds must be invested in a secure manner and they must be managed with due consideration to the current circumstances in such a manner that the capital is not only preserved but also increased by means of appropriate investments.
§ 5 Management of the foundation
The foundation is managed by the Board of Trustees, which comprises at least three but no more than seven members. Aatos Erkko will serve as the Chairman of the Board as long as he shall live or until he personally wishes to resign from this duty. Correspondingly, Jane Erkko will serve as the vice chairman of the Board. Apart from the above-stated, the Board selects a chairman and vice-chairman from its composition.
The Board of Trustees can select personal deputies to the actual Board members. The deputies can be present at Board meetings, but they are only entitled to vote if the actual Board is not present in full.
A member or deputy member who has reached the age of 75 or will reach that age during their term in office may not be appointed to the Board.
The Board of Trustees nominates a secretary general for the foundation and confirms the counsel’s instructions.
§ 6 Operating year
The foundation’s operating and accounting period is the calendar year.
§ 7 Annual Board meeting
The annual Board meeting shall be held by the end of March in each year. If needed, the Board may hold additional meetings.
§ 8 Authorised signatories
Documents may be signed for the foundation solely by the chairman and the vice chairman of the Board, jointly by two members of the Board, and solely by one official or jointly by two officials of the foundation as authorised by the Board.
§ 9 Action committees
The Board of Trustees can set committees to prepare issues concerning the foundation’s activities. The Board nominates the committee’s chairperson and vice chairperson and 1 to 5 members that must be experts in the field in question.
The task of the committee is to make proposals to the Board concerning 1) the method and time of announcing application periods of donations, rewards and allowances, 2) the acquisition of expert statements, and 3) the distribution of donations, rewards and allowances, as well as arranging education, and other supportive functions within the committee’s scope of influence. In addition, a committee can take other actions to help and promote the foundation’s activities in the respective field in accordance with the Board’s instructions.
§ 10 Financial Committee
The Board of Trustees can also set up a financial committee with a chairman, vice chairman and 1 to 3 members nominated by the Board. The Financial Committee provides the Board with statements on important financial issues upon request.
Members of the financial committee must be experts in the fields of finance and economics.
§ 11 Board meetings
The Chairman summons Board meetings. If the Chairman is unavailable, the vice chairman summons the meetings with the senior member of the Board acting as his/her deputy.
The Board of Trustees is competent when the majority of its members, including the Chairman and/or vice chairman, are present. Decisions are based on the majority principle. In cases where the votes are tied, the Chairmans vote is decisive.
The Board is summoned whenever two members request a meeting.
A record must be compiled of the Board’s and committees’ meetings and signed by the Chairman and one member of the meeting.
§ 12 Board’s activities
In addition to what is stipulated in the legislation concerning foundations and these bylaws, the Board of Trustees must
1. compile a report on the previous year of operation;
2. adopt and sign the financial statements and the annual report on the previous year’s operations of the Foundation in its annual meeting;
The financial statements and the annual report of the Board of Trustees must be given to the auditors immediately after the annual meeting, and the auditors must give their report by the end of April. If deemed necessary based on the auditor’s report, the Board must convene during May to decide on any measures that need to be taken;
3. confirm the budget for the next operating year at the annual meeting or at an additional meeting;
4. select three to seven Board members and, if necessary, their deputies, and, if necessary, nominate the Chairman and Vice Chairman of the Board at the annual meeting to serve until the next annual meeting;
5. confirm the fees to be paid to the members of the Board and committees;
6. confirm the auditors’ fees;
7. in the annual Board meeting appoint at least one and no more than two auditors, and their deputies, to audit the foundation’s accounts and management for the current year; at least one of the auditors and their deputy must be an Authorised Public Accountant (KHT auditor) authorised by the Central Chamber of Commerce;
8. select committees’ chairmans, vice chairmans and members at the annual meeting to serve until the next annual meeting;
9. decide on the distribution of scholarships, rewards and other support measures at the annual meeting or additional meetings;
10. decide on the instructions and guidelines for committees at the annual meeting or additional meetings;
11. review the investment of the foundation’s assets at the annual meeting or additional meetings;
12. provide government authorities with reports and other information as laid down in legislation in force and submit without delay to the authority specified in legislation in force certified copies of the financial statements, balance sheet specifications, auditors’ report and annual report and any changes in authorised signatories.
§ 13 Amendments to the bylaws
If amendments to the foundation’s bylaws are deemed necessary due to changes in circumstances or other reason, the foundation must see to such amendments and apply for a confirmation thereof from the National Board of Patents and Registration of Finland.
§ 14 Closing the foundation
The foundation can only be closed in the case that there are no longer prerequisites for its operation.
The decision on closing the foundation must be made observing the same practices as stipulated for bylaw amendments in article 13.
If the foundation is closed, its funds are to be used to serve the foundation’s purposes.
§ 15 Other issues
Other issues are subject to the Foundations Act.