By-laws of the ELO-Foundation for the Promotion of Finnish Food Culture
Section 1 Name and domicile of the foundation
The foundation is called ELO-Suomalaisen ruokakulttuurin edistämissäätiö, in Swedish ELO-Stiftelsen för främjande av finländsk matkultur and in English ELO-Foundation for the Promotion of Finnish Food Culture. The foundation is domiciled in Helsinki, Finland.
Section 2 Purpose
The purpose of the foundation is to promote high quality Finnish food culture.
Section 3 Means of carrying out the purpose
The Foundation shall carry out its purpose by increasing general awareness of high quality Finnish food culture through communications, publishing and training activities, by distributing grants and stipends for gastronomic studies in Finland and abroad and to private persons and research institutes, educational institutes and organisations for research in the field of gastronomy.
The foundation shall increase recognition of the field by arranging non-profit culinary competitions, supporting Finnish participation in international culinary competitions, arranging seminars and implementing campaigns as well as increasing the visibility of the field of gastronomy in different media.
Section 4 Foundation capital
The foundation´s foundation capital consists of thirty-two thousand (32,000) euros. The foundation´s funds shall be invested in a safe and profitable manner.
The foundation is entitled to accept donations and bequests and accrue property in other ways permitted by foundation law; however, this does not include carrying on business activities.
Section 5 Board of Trustees
A board of trustees selected for a period of three years at a time shall attend to foundation matters and represent the foundation. The board shall comprise a minimum of five (5) and a maximum of ten (10) members. The board´s term of office shall begin at the conclusion of the annual general meeting. The first board´s term of office shall end at the conclusion of the 2009 annual general meeting. The members of the foundation´s first board of trustees shall be selected by the founders of the foundation. Following this, the selection shall be performed by the foundation´s board of trustees.
The board shall select a chair and deputy chair from among its members in the first meeting of each year.
Section 6 Board of Trustees meeting
Invitations to board meetings shall be delivered in a verifiable manner in writing to each member at least five (5) days prior to the meeting. Other announcements shall be delivered to board members in the same manner.
The board shall convene at the invitation of the chair or, in case of his/her absence, the deputy chair.
The board has a quorum when more than half of all board members are present at a meeting.
Decisions shall be made by means of a simple majority unless otherwise stipulated in these by-laws. In case of a tie, the decision shall be the opinion which is endorsed by the chair of the meeting.
Minutes of the meeting shall be kept for all board meetings, including a record of the decisions and the votes that take place. The minutes of the meeting shall be signed by the chair and at least one other member selected for that purpose at the meeting.
Section 7 Remuneration for board members
Board members may be paid a reasonable meeting fee and reasonable remuneration for other work done for the good of the foundation.
Section 8 Annual general meeting
The board of trustees shall meet for the annual general meeting by the end of May of each year.
The annual general meeting
1) reviews the auditor´s report, confirms the board´s annual report and financial statements,
2) decides on a budget for the current year,
3) specifies the amount of meeting fees,
4) selects an auditor and deputy auditor, and
5) selects the members of the board of trustees.
Section 9 Signing on behalf of the foundation
The chair and deputy chair of the foundation can sign for the foundation together or individually with the representative. The foundation may decide on providing another person with the right to sign on behalf of the foundation.
Section 10 Accounting period and auditing
The foundation´s accounting period is the calendar year. The accounts and the board´s report on foundation activities for the previous year shall be provided to the auditor by the end of March. The auditor shall subsequently provide a report by the end of April.
Section 11 Submission of annual reports and notices to the National Board of Patents and Registration of Finland
Certified copies of the income statement and balance sheet and their appendices, the itemisation of the balance sheet and its annual report and audit report shall be submitted to the National Board of Patents and Registration of Finland within six (6) months of the end of the financial year. Notice of any change in the members of the board of trustees and persons authorized to sign on behalf of the foundation shall be made to the National Board of Patents and Registration of Finland´s Register of Foundations.
Section 12 Representative
The board of trustees may decide to appoint a representative and to relieve that representative from office. The representative´s task shall involve attending to the everyday administration of the foundation and administering the foundation’s funds in accordance with the foundation by-laws and instructions of the board of trustees. If necessary, the representative shall also ensure implementation of board decisions.
Section 13 Delegation
The board of trustees may appoint a delegation for the foundation, the purpose of which is to increase recognition of the foundation´s activities. A delegation shall consist of 10-15 members.
The members of the delegation shall be selected for two (2) years at a time.
The board shall appoint a chair and deputy chair for the delegation.
Section 14 Amendment of the by-laws and termination of the foundation
The foundation by-laws may be amended if such a decision has the support of at least 2/3 of all board members. A change in the by-laws requires approval from the National Board of Patents and Registration of Finland. Termination of the foundation shall be decided upon in the same manner.
Should the foundation be terminated, the foundation funds shall be used in a manner determined by the board for the purpose stipulated in section 2 of the by-laws.)