Ornamo’s Rules

PURPOSE AND ACTIVITIES

§ 1 Name and Domicile 

The name of the Association is Ornamo ry, and in Swedish and English, Ornamo Art and Design Finland. The Association is domiciled in the city of Helsinki.

In these rules, the Association is referred to as the Association. In international contexts, the Association uses the following foreign-language name: Ornamo Art and Design Finland.

§ 2 The purpose of the Association is to:

• act as a national, professional, and regional advocacy organization for its members in matters related to the professional, educational, and social aspects of design and visual arts
• ideologically support its members in creating an aesthetic and functional environment and promote the implementation of sustainable development principles in different fields of design
• develop and support the general conditions for professional activities in the fields it represents
• act as an ideological and professional link for its members
• promote collaboration among various stakeholders in the field
• safeguard the general and common interests of its members
• represent the general expertise of the field
• promote public awareness of the field

§ 3 To achieve its purpose, the Association:

• collectively represents its membership in matters concerning them
• makes initiatives, proposals, and provides statements to authorities and other organizations
• offers services supporting the Association’s purpose to its members
• supports the organization of individuals in its area of operation
• guides and supports the appropriate activities of its member associations and interest groups, serving as their central organization
• conducts statistical and research work related to its field
• collaborates with domestic and foreign organizations that operate in ways consistent with the Association’s purpose
• uses other similar means to achieve its objectives

To support its operations, the Association may accept grants, donations, and bequests, own real and movable property necessary for its activities, and organize lotteries, fundraising, and public events such as celebrations, provided it obtains any required permits from the authorities.

The Association may engage in trade or other economic activities as specified in Section 5 of the Finnish Associations Act.

PROVISIONS ON MEMBERSHIP

§ 4 Membership Types 

The members of the Association are full members, student members, free members, honorary members, business members, member associations, and community members. The Executive Committee determines the procedure and criteria for accepting members.

§ 5 Full Members 

A person may be accepted as a full member of the Association if they:

a. have completed a university-level degree in a field represented by the Association, or 

b. have completed a master’s degree and work in a professional role in a field represented by the Association, or 

c. have worked in a professional role in a field represented by the Association for at least six years and demonstrated professional competence, or

d. work in a professional role in a field represented by the Association, have recommendations from two members of the Association, and have demonstrated professional competence.

§ 6 Student Members 

A student member of the Association may be a person studying for a bachelor’s or master’s degree in a field represented by the Association. Upon completing their studies, student members must apply for full membership or resign from the Association.

§ 7 Free Members

A natural person may, upon application, be accepted as a free member of the Association if they have reached the age of 65 and have been a full member of the Association or one of its member associations for at least 30 years, or if they are a full member of the Association who has been declared as disabled for work.

§ 8 Honorary Members 

The Executive Committee may, by unanimous decision, invite as an honorary member a person who has significantly contributed to advancing the purposes of the Association.

§ 9 Business Members 

A business member may be a private entrepreneur, general partnership, limited partnership, cooperative, limited liability company, public limited liability company, or other corporation employing at least one person who meets the criteria for full, student, free or honorary membership. A business member may also be an individual meeting at least one of these membership criteria and wishing to have business member services.

Business membership may also be granted to a private entrepreneur, general partnership, limited partnership, cooperative, limited liability company, public limited liability company, or other corporation operating in the design sector or contributing significantly to the advancement of design. Depending on the company size, business membership includes 1-3 individual memberships (full, student, free and/or honorary member).

§ 10 Community Members 

Community members may include individuals, registered foundations, or other legal entities that wish to support the Association’s activities.

§ 11 Member Associations 

The Executive Committee may accept as a member association a registered association whose membership comprises full, student, free, business or honorary members of the Association.

§ 12 Rights and Obligations of Members 

Full, student, business, and community members pay an annual membership fee determined by the meeting of the Association. The fee may vary between membership categories. Business membership fees may be tiered based on the number of employees or turnover. The meeting of the Association specifies the fee categories annually. Free and honorary members, as well as member associations, are exempt from membership fees.

§ 13 Resignation and Expulsion of Members 

Members may resign from the Association by notifying the Association, the Executive Committee, or the Chairperson in writing, or by declaring their resignation during a meeting of the Association for recording in the minutes. Another party appointed by the Executive Committee may also receive a notice of resignation. Resigning member must pay their membership fee for the year of resignation.

§ 14 The Executive Committee may expel a member who has:

• caused significant harm to the Association through their actions within or outside the Association, or
• violated the rules of the Association.

The decision to expel a member is made by the Executive Committee. If the reason for expulsion is something other than failure to pay membership fees, the member must be given an opportunity to provide an explanation before the final decision on expulsion is made.

If the Executive Committee has expelled a member association, it may appeal the decision to the meeting of the Association within thirty (30) days of being informed of the expulsion. The meeting of the Association will resolve the matter at its next meeting. The expulsion takes effect either after the appeal period has expired or once the meeting of the Association has confirmed the decision.

The Executive Committee may consider a member to have resigned if they have not paid their membership fee within six months of the first due date. 

Membership benefits of a member who has failed to fulfill their membership fee obligations may be revoked, in accordance with the criteria determined by the Executive Committee, even before the expulsion takes effect.

DECISION-MAKING AND ADMINISTRATION

§ 15 Governing Bodies 

The governing bodies of the Association are the meeting of the Association and the Executive Committee. The meeting of the Association exercises decision-making authority. The meetings of the Association are general and extraordinary meetings. The Executive Committee exercises executive authority.

§ 16 General Meetings 

The Association holds two annual general meetings. 

A Spring Meeting is held in February-April and an Autumn Meeting in October-December. The Executive Committee determines the exact time and place of these meetings. Meetings may be held as in-person gatherings, entirely virtual meetings via telecommunication or other technical means, or a combination thereof.

§ 17 At the Spring Meeting, the following matters are addressed:

1. Election of the meeting chairperson, secretary, two reviewers of the minutes, and three vote counters.
2. Verification of attendees with voting rights and their representatives, as well as other participants.
3. Confirmation of the meeting’s quorum.
4. Presentation of the Executive Committee’s report on the previous year’s activities and decision on actions arising from it.
5. Presentation of the previous year’s financial statements and the auditors’ or performance auditors’ reports, approval of the financial statements, and resolution on granting discharge from liability to the Executive Committee and other accountable persons.
6. Decision on the use of surplus or coverage of deficit.
7. Consideration of proposals submitted to the meeting.
8. Discussion of other agenda items.
9. Consideration of other matters which the meeting deems urgent by a two-thirds (2/3) majority of the votes cast, in accordance with the provisions of the Associations Act.

§ 18 At the Autumn Meeting, the following matters are addressed:

1. Election of the meeting chairperson, secretary, two reviewers of the minutes, and three vote counters.
2. Verification of attendees with voting rights and their representatives, as well as other participants.
3. Confirmation of the meeting’s quorum.
4. Decision on the action plan for the following calendar year.
5. Decision on the membership fees for full, business, student, and community members for the next calendar year.
6. Approval of the budget for the following calendar year.
7. Election of the Executive Committee chairperson in every third Autumn Meeting.
8. Decision on the number of Executive Committee members to be elected, in accordance with § 24 of these rules.
9. Election of Executive Committee members for a two-year term to replace those whose terms are expiring.
10. Election of at least one and up to two auditors and performance auditors, along with their deputies, for the following calendar year.
11. Consideration of proposals submitted to the meeting.
12. Discussion of other agenda items. Consideration of other matters which the meeting deems urgent by a two-thirds (2/3) majority of the votes cast, in accordance with the provisions of the Associations Act.

§ 19 Proposals for the Association’s General Meeting

Proposals for the Association’s general meeting may be made by the Association’s members with voting rights.

A proposal must be submitted to the Executive Committee in writing by the beginning of February for the Spring Meeting and by the beginning of September for the Autumn Meeting.

The Executive Committee must present the proposal, accompanied by its own statement, for consideration at the Association’s general meeting.

§ 20 Extraordinary Meetings 

Extraordinary meetings are held when decided by the Executive Committee or the meeting of the Association. 

An extraordinary meeting must be held if at least 1/10 of the members with voting rights demand it from the Executive Committee to deal with a specific matter. In such a case, the Executive Committee of Directors shall convene the meeting within two months of the request.

Extraordinary Meetings are held in the Association’s domicile. The exact time and place of the meeting will be decided by the Executive Committee.

§ 21 Voting Rights 

Voting rights at the Association’s meetings are held by full members who have no overdue membership fees. Honorary members who were full members before being appointed honorary members also have voting rights. Each member has one vote.

A member may authorize another member with voting rights to vote on their behalf. At the meeting, a specific proxy signed by the authorizing member must be presented. A member may represent up to three other members in a meeting.

Student members, business members, free members, honorary members, community members, member associations, full-time employees of the Association and others to whom the meeting of the Association grants it, have the right to attend and speak.

§ 22 Invitation to the Association’s Meeting

The meeting of the Association is convened by the Executive Committee.

An invitation to the meeting shall be sent by e-mail to full members, student members, business members, free members, honorary members, member associations and community members no later than fourteen (14) days before the meeting.

The invitation with attachments and the agenda are published on the Association’s website at least one week before the meeting. 

§ 23 Decision-Making at the Meeting of the Association

Decisions at the Association’s meetings are made by a simple majority, except in cases mentioned in Sections 17, 18, 29, and 30 of these rules.

The Chairperson of the Executive Committee must receive at least half of the votes cast to be elected.

In the event of a tie, the chairman of the meeting shall have the casting vote, but a personal election shall be decided by lot.

Voting at the Association’s meeting is open unless at least three voting participants request a secret ballot, in which case one must be held.

Personal elections are always conducted by secret ballot if the number of candidates exceeds the available positions.

Participation in the Association’s meeting may be facilitated, as determined by the Executive Committee, through mail, telecommunications, or other technical means either during or prior to the meeting.

§ 24 The Executive Committee

The Executive Committee of the Association consists of a Chairperson elected by the meeting of the Association and 6, 8, or 10 ordinary members. Each calendar year, the Executive Committee elects 1 to 3 Vice-Chairpersons from among its ordinary members.

The term of office for the Chairperson is three calendar years. The term of office for other Executive Committee members is two calendar years, with half of the Executive Committee members retiring annually. When electing the Executive Committee, equitable regional and professional representation shall be taken into account.

The Executive Committee meets at the invitation of the Chairperson or, if unavailable, a Vice-Chairperson. The Executive Committee must also be convened if at least three Executive Committee members request it in writing from the Chairperson for the purpose of addressing a specifically stated matter.

The Executive Committee has a quorum when the Chairperson or, if unavailable, a Vice-Chairperson, and more than half of the ordinary Executive Committee members are present.

Voting within the Executive Committee is open unless at least three Executive Committee members request a secret ballot, in which case one must be held. In the event of a tie, the Chairperson of the meeting decides, except in elections or secret ballots, where the decision is made by drawing lots.

The Association’s Executive Director and others granted the right by the Executive Committee may attend and speak at Executive Committee meetings.

§ 25 Duties of the Executive Committee

The duties of the Executive Committee include, but are not limited to:

• Managing the activities of the Association in accordance with the Associations Act, these rules, and the decisions of the Association’s meetings.
• Deciding annually how many Vice-Chairpersons are to be elected as per Section 24 of these rules.
• Annually electing a Vice-Chairperson or Vice-Chairpersons.
• Managing the funds and other property of the Association and ensuring proper bookkeeping and preparation of the financial statements.
• Convening Association’s meetings and preparing matters for consideration at these meetings.
• Hiring the staff of the Association, determining their remuneration and other terms of employment, and dismissing them.
• Establishing, for its main areas of activity, support groups such as interest groups, working groups, and/or committees for a period not exceeding its own term of office. The interest groups, working groups, and committees operate under the supervision of the Executive Committee.
• Maintaining a register of members and deciding on the expulsion of members.
• Representing the Association and taking legal action and responsibility on its behalf.

General Provisions

§ 26 Persons Entitled to Sign the Name of the Association

The name of the Association is signed by the Chairperson and the Vice-Chairperson, or one of the Vice-Chairpersons, always by two together. The Executive Committee may also authorize the Executive Director of the Association to sign the name of the Association alone.

§ 27 Auditors and Operations Inspectors

The Association shall have at least one and no more than two auditors and at least one and no more than two operations inspectors, along with their deputies. The auditor and their deputy must be auditors or auditing entities approved by the Audit Oversight of the Finnish Patent and Registration Office. The operations inspector must be a member of the Association and possess expertise in bookkeeping and association administration appropriate to the nature and scope of the Association’s activities.

§ 28 Financial and Operational Year

The financial and operational year of the Association is the calendar year. The financial statements must be prepared one month prior to the general meeting of the Association.

The auditors and operations inspectors shall review the accounts and administration of the Association within three weeks of being informed that the financial statements are ready. They shall prepare an audit or inspection report, which shall be submitted to the Executive Committee at least two (2) weeks before the Spring Meeting and addressed to the meeting of the Association. The report must include a proposal for granting or denying discharge from liability and any recommendations for actions deemed necessary.

§ 29 Amendments to the Rules

These rules may be amended by a decision of the meeting of the Association. The matter must be mentioned in the invitation to the meeting, and amendments require the approval of at least three-quarters (3/4) of the votes cast.

§ 30 Dissolution of the Association

The Association may be dissolved by a decision of the meeting of the Association. A dissolution decision requires the approval of at least three-quarters (3/4) of the votes cast. Upon dissolution, the remaining assets of the Association shall be transferred, as decided by the meeting, for the purposes specified in Section 2 of these rules. If the Association is terminated, its assets shall be used for the same purpose.

The use of funds donated or bequeathed to the Association shall be decided as described above unless the donor or testator has expressly stipulated otherwise.