The Foundation’s Statutes

 

Registered on 1 December 2015
Statutes amended on 2 January 2019

STATUTES OF THE NEW CHILDREN’S HOSPITAL FOUNDATION
Article 1 Name and registered office

The Foundation’s name is Stiftelsen Nya Barnsjukhusets Stöd sr, in Finnish, Uuden Lastensairaalan Tukisäätiö sr (in English, the New Children’s Hospital Foundation rf), and its registered office is in Helsinki.

Article 2 Purpose

The purpose of the Foundation is to promote research, teaching and specialisation in paediatric medicine in both national languages, and the exploitation of these, mainly by building and maintaining suitable facilities for this purpose and by promoting research in paediatrics.

Article 3 Achievement of the purpose

The Foundation implements its purpose through fundraising, using the proceeds of that, together with rental and other income, either directly or through a real estate company, to maintain specialised medical care for children and young people and university-level research facilities in the designated premises. The Foundation also carries out its mission by making donations and by supporting research and education in paediatrics.

Article 4 Initial capital

The Foundation’s initial capital is EUR 300,000.00. The Foundation’s assets must be invested in a safe and profitable manner, primarily by owning the real estate that serves as a children’s hospital.

The Foundation may receive donations, grants and bequests, obtain rental and other income from the property it owns, and generally accumulate its assets.

Article 5 Administration of the Foundation

The Foundation’s decision-making body is the Governing Board. The Governing Board represents the Foundation and manages its affairs.

The Governing Board may set up committees and other standing or ad hoc committees or working groups under the authority of the Board, and determine their composition and tasks.

The Governing Board may appoint an Executive Director for the Foundation and conclude a commission agreement with him/her. In accordance with the Governing Board’s decision, the Executive Director may be appointed on a full-time or part-time basis. The Executive Director shall have the right to be present and to speak at Board meetings, but shall not have the right to vote on decisions of the Governing Board. The Governing Board may also appoint officials on a full-time or part-time basis and decide on their duties. Moreover, the Governing Board may appoint a Managing Director for the Foundation.

Article 6 Governing Board

The Foundation shall be managed and represented by a Governing Board, consisting of at least five and no more than nine members, elected at the Annual Meeting for a term of three years at a time. If a Board member resigns before the end of his/her term of office, a new Board member may be elected for the remainder of that term. In electing the members of the Governing Board, the Annual Meeting shall follow the proposal of the Nomination Committee, provided that the proposal is based on the Nomination Committee’s unanimous decision. At least one member of the Foundation’s Board shall represent expertise in paediatrics. The Governing Board’s term of office begins at the end of the Foundation’s Annual Meeting and ends at the end of the Annual Meeting held at the end of the term of office in question.

The founders of the Foundation appoint the members of the first Governing Board. The term of office of two of the members of the first Board expires at the end of the Annual Meeting to be held in 2014, the term of office of two members expires at the end of the Annual Meeting to be held in 2015, and the term of office of the remaining Board members expires at the end of the Annual Meeting to be held in 2016.

Board members may be re-elected twice for a further term of three years.

The Governing Board elects a Chairperson and a Vice-Chairperson from among its members at its first meeting for each term of office.

Article 7 Meetings of the Governing Board

Summons to a Governing Board meeting shall be delivered in writing, and with proof, to each member of the Board at least seven days before the meeting. Other messages to the Board members shall be sent in the same manner. The Governing Board shall decide on the details of sending of the summons.

The Governing Board shall be convened by the Chairperson of the Board or, in their absence, by the Vice-Chairperson of the Board.

A quorum shall be constituted when more than one half of the members are present, one of whom shall be the Chairperson or the Vice-Chairperson of the Board.

Decisions shall be taken by a simple majority of votes, unless otherwise provided by these Statutes or by mandatory law. In the event of a tie, the election shall be decided by lot, but in all other cases the opinion of the Chairperson of the meeting shall be decisive.

Minutes shall be taken of the Board meetings, in which the decisions taken and the votes cast shall be recorded. The minutes shall be signed by the Chairperson of the meeting and at least one member elected for the purpose at the meeting.

Article 8 Remuneration to members of the Governing Board

The Board members may be paid a reasonable fee for meetings and a reasonable fee for other work done for the Foundation, as well as a reasonable reimbursement of travel expenses incurred in connection with the activities of the Foundation in accordance with its purpose.

Article 9 Delegation

The Foundation shall have a delegation of at least 10 and no more than 20 members, appointed by the Governing Board at the Annual Meeting for a single term of office of two years at a time. The term of office of half of the members of the Delegation shall expire each year at the end of the Foundation’s Annual Meeting, provided that there is an even number of members. If the number of Delegation members is odd, the term of office shall expire for an even number of members nearest to half of the total number of members every even-numbered year, and for an odd number of members nearest to half of the total number of members every odd-numbered year. The Governing Board shall appoint the Delegation and its Chairperson. The Board is obligated to follow the proposal of the Nomination Committee in electing the Delegation, provided that the Nomination Committee has taken its decision unanimously. The Delegation members may be re-elected three times.

The Delegation shall act as an advisory body to the Governing Board.

Article 10 Nomination Committee

The Foundation shall have a Nomination Committee, to which the Delegation and the Governing Board shall each elect two members. The Nomination Committee’s term of office shall be two years and shall expire at the end of the Annual Meeting in the year in which the term of office ends. The Nomination Committee shall submit a proposal to the Governing Board on new members of the Board and new members of the Delegation, to replace those whose term of office is about to expire.

Article 11 Annual Meeting

The Governing Board shall convene annually for an Annual Meeting, no later than in April of each year.

The Annual Meeting shall discuss the following matters

• an auditor’s report is presented and the annual report and financial statements for the previous financial year are approved,
• a decision is made on the budget and plan of activities for the current financial year,
• a decision is made to release from liability the authorised persons and any other accountable parties, but not the Governing Board members, and a decision is made on any measures arising from the administration of the previous calendar year,
• meeting fees for Governing Board members and the auditor’s fee are confirmed,
• a decision is made on the number of members of the Governing Board and Board members are elected to replace those whose term of office expires,
• a decision is made on the number of members of the Delegation and members of the Delegation are elected to replace those whose term of office expires,
• members of the Nomination Committee are elected, and
• an auditor is elected.

 

Article 12 Representation of the Foundation

The Foundation shall be represented jointly by two members of the Governing Board.

The Governing Board may authorise an officer of the Foundation or other person to represent the Foundation together with a Board member or another person appointed by the Governing Board for the task.

Article 13 Financial year and audit

The Foundation’s financial year is the calendar year. The financial statements and the annual report for the previous financial year must be submitted to the auditor for auditing by the end of February. The auditor shall submit the audit report by the end of March.

The auditor must be a firm of Authorised Public Accountants.

Article 14 Annual reports and notifications to the Finnish Patent and Registration Office

Certified copies of the profit and loss account and balance sheet with annexes, balance sheet specifications and the annual and audit reports shall be submitted to the Finnish Patent and Registration Office within six months of the end of the financial year. Any change in the Board members and the persons authorised to represent the Foundation must be reported without delay to the Register of Foundations of the Finnish Patent and Registration Office.

Article 15 Amendment to the Statutes

The Foundation’s Statutes may be amended if at least ¾ of all members of the Governing Board are in favour of the decision and provided that the amendment of the Statutes has been approved in accordance with any applicable legislation.

Article 16 Dissolution of the Foundation

The dissolution of the Foundation shall be decided in the same order as the amendment to the Statutes referred to in Article 15. In this case, the Foundation’s assets shall be used in the manner decided by the Foundation’s Governing Board for the purpose stated in Article 2. The Foundation’s assets may thus be transferred to a non-profit organisation responsible for the provision of specialised medical care for children and young people at the New Children’s Hospital, and to medical research.

§ 17 Act on Foundations

Unless otherwise provided in these Statutes, the provisions laid down in the Finnish Act on Foundations in force at the time shall apply.