Articles of Association of the FDCC

1. Name and location

The name of the Association is the “FINNISH DUTCH CHAMBER OF COMMERCE” (later “FDCC”) situated in Rotterdam, The Netherlands.

2. Purpose

The FDCC is a Dutch association established to promote business relations and activities of its members and to provide business related information of Finland and The Netherlands to its existing and potential members and to the network of the FDCC.

3. Language

The official language of the FDCC is English.

4. Members

Any person or organisation interested in contributing for the Purpose of the FDCC is welcome to join the FDCC. Membership is however subject to the approval by the Board.

The FDCC has the following memberships: Personal, Young Professional, Student, Corporate, Patron, Honorary Member and Honorary Chair. Companies with more than 10 employees are considered as Corporate members. Also companies with less than 10 employees may voluntarily become a Corporate member.

The Board has the right to appoint individuals and organisations as Honorary Members or Honorary Chairs. Honorary Chairs are exempt from membership fee.

The membership ceases to exist after receiving the resignation announcement by the member. The board has the right to consider the membership as expired if the member fails to fulfil the members’ obligations towards the FDCC.

5. Fees

Annual membership fees for each calendar year are decided by the Annual General Meeting.

The fee for each calendar year will be collected immediately after the Annual General Meeting. New members are exempt from fee for each full quarter of the year already passed before the Board has approved the application.

6. Board

The FDCC has a Board consisting of minimum of four (4) and maximum of ten (10) members. The members of the board will elect the Chair, the Vice-chair, the General Manager and the Treasurer. The tasks of the General Manager and the Treasurer may be combined. Moreover the Board may decide that tasks of the General Manager and/or Treasurer will be outsourced to a person or persons not members of the Board. The Board may assign to its Board members also other responsibility areas than those mentioned.

All Board members should be members of the FDCC. Moreover both Dutch and Finnish nationals should be represented in the Board and also other diversity should be supported.

Three members of the Board present shall constitute a quorum. In case of even votes the vote of the Chair is decisive.

Members to the Board are elected at the Annual General Meeting for a period of three (3) years following a proposal of the present Board or by proposal by at least three (3) members of the FDCC. Suggestion for candidates must be presented to the General Manager at least 10 days before the Annual General Meeting. A Board member can be re-elected for a second period of three (3) years. After the second three year period a member can be re-elected twice for a period of one (1) year. Having left the Board, a person can be re-elected to the Board after a period of two (2) years.

The Board constitutes itself.

The general term of the Board members begins and ends at the end of the Annual General Meeting. In case of resignation of one of the Board members between two Annual General Meetings, the Board has right to appoint a new Board member.

7. Representation

The Chair and one member of the board together are authorised to legally and officially represent and to sign the name of the FDCC. The General Manager is authorised to represent the FDCC in its usual business activities.

8. Financial year, Auditing and Annual Report

The financial year of the FDCC is the calendar year. The Board provides annually all the necessary information concerning the financial situation of the FDCC to the Auditor who is appointed by the Annual General Meeting. The Annual General Meeting can also decide not to appoint an external Auditor but a kas-commissie existing of members of the FDCC.

The Board is liable to present to the Annual General Meeting an annual report including description of the activities and financial statements of the past year as well as an activities plan and a budget for the coming year.

9. Annual General Meeting

The Annual General Meeting will take place latest in March. The meeting will be chaired by the Chair of the Board.

The agenda of the Annual General Meeting must at least include

• Approval or disapproval of the annual report and the budget
• Decide on the exemption of liability of board members regarding the previous financial year
• Appoint an external Auditor or a kas-commissie existing of members of the FDCC
• Nomination of board members

Each member present in the meeting has one vote and may also vote with one proxy on behalf of another member. In the case of even votes the vote of the Chair of the meeting is decisive.

10. Extraordinary General Meeting

The Board can call up an Extraordinary General Meeting to decide on issues which need the approval of the General Meeting. The Board must also call up an Extraordinary General Meeting if at least ten (10) members registered as members at the moment of the previous Annual General Meeting request in a written way such meeting for a certain purpose.

11. Activities

Invitations to the events and meetings will be sent to the Members latest two (2) weeks in advance.

12. Changing the articles of association

These Articles of Association can be changed at the Annual or Extraordinary General Meeting of the FDCC by majority of the members who are present in the meeting.

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