An association must have a Board consisting of at least three members.

In accordance with the law and rules as well as the association’s decisions, the Board must take care of the association’s matters carefully. The Board must ensure that the association’s accounting is legal and the financial management organised in a trustworthy manner.

The Board represents the association.

The Board promotes the benefit of the association’s members and executes the statutory purpose of the association.

The Board is obliged to execute the operational plan and budget as well as other decisions of the meeting of the association. The Board has no general jurisdiction in the association’s matters. The association’s highest decision-making body is the meeting of the association, unless legal representatives, such as a representative council, are stipulated in the rules.

The Board acts as the association’s statutory representative, and it must organise the association’s operations and finances appropriately, i.e. prepare a budget, decide upon the use of assets (remember that decisions must be made in Board meetings and recorded in the minutes), take care of the accounting and sign the financial statement.

Planning, organising and reporting on the operations are the Board’s responsibility, so it must prepare an operational plan (not copy the previous one!), distribute responsibility over the association’s operations and prepare an annual report. The latter is recommendable, even if it is not a required task stipulated in the association’s rules. In terms of continuity, wrapping up the year is often very meaningful.

The Board must implement the decisions made in the meetings of the association. If the implementation has been delegated to a committee, for example, the Board is responsible for overseeing the implementation.

The Board is responsible for all of the decision-making that is stipulated in the rules, guidelines and rules of procedure or in other possible documents directing the association’s operations.

Unless otherwise stipulated in the association’s rules, the Board is responsible for accepting and dismissing members. This means that the Board must be very familiar with the conditions of membership and take these into account when processing each membership application. All decisions regarding membership must be clearly recorded in the meeting minutes. There is no need to justify the rejection of a membership application to the applicant.

The Board must upkeep a list of the association’s members. The list must contain, at least the full name and domicile of each member (Associations Act §11). In addition to this, associations operating within AYY must know how many of their members are members of AYY. For this reason, details of AYY membership should be recorded in the list of members. The list of members must be kept up-to-date, and this can be ensured, for example, by way of an annual contact detail update form sent via mailing lists.

The tasks of the Board or its members also include

• signing on behalf of the association (check the association’s rules!)
• association register notifications to PRH
• when necessary, other notifications: e.g. Trade Register, tax return, collaborative partners, AYY
• making contracts and legal transactions
• overseeing adherence to legislation and rules
• other tasks separately stipulated in the rules (e.g. establishing Committee X)

If the rules stipulate that it is possible to delegate the right to sign on behalf of the association, decisions on this must always be recorded in the minutes.

The Board is not entitled to decide upon the items decided by the meeting of the association (Associations Act §23; see also the association rules), i.e.

• amending the rules
• signing over or mortgaging a property
• signing over other assets significant to the association’s operations, unless it is stipulated in the rules that the Board can decide upon selling, exchanging and mortgaging the association’s assets
• the voting or election order
• appointing or dismissing the Board or its members (also applies to supplementing the Board!)
• appointing or dismissing the financial or performance auditor
• confirming the financial statement
• granting freedom from liability
• dissolving the association

Also note that the rules can never be deviated from by decision of the Board or the meeting of the association.

Board members are subject to the following liabilities and responsibilities:

• Parliamentary responsibility
  • Maintaining confidence
  • The Board or its member can be dismissed for lack of confidence
  • Dismissals are decided upon by the decision-making body, i.e. usually the meeting of the association (can also be e.g. the Representative Council meeting)
• Moral responsibility
  • The benefit and purpose of the association must be promoted and executed
  • Personal goals or benefit must not influence when they are contradictory to the association’s goals (incompetence due to likelihood of bias)
  • Duty of information
  • Becoming acquainted with the rules and guidelines
• Criminal liability
  • Breaching the association’s protection of property
  • Breaching the association’s other rights
  • Causing damage to a member due to neglecting their tasks

• Civil liability (Associations Act Section 39)
  • A Board member, an association operative or a performance auditor is liable to compensate for damage they have caused to the association, whether intentionally or out of carelessness

Board members’ responsibilities in decision-making and operations: duty of care, duty of initiative, duty of presence, duty of speech, liability for damage. See also the financial responsibilities.

The Board or its members can become liable towards the association, for example, if they cause financial damage. The damage can occur as part of the operations, in which case you might have the organisation-centric view that the liability lies with the person whose task it concerned. However, the Board carries responsibility for a wide spectrum of things collectively. For this reason especially, it should be kept in mind that damage can be negligent or intentional, meaning it can just as well result from carelessness as be consciously brought on. Culpability may result, for example, from taking on a task without the prerequisites to manage it, neglecting to pay taxes or other payables, or embarking on activities for which no funds have been assigned. In most cases, ordinary care and becoming acquainted with the business at hand is enough to avoid these situations. The liability and responsibility of the Board and its members towards parties outside the association are largely the same as towards the association. The applicability of liability for damage generally requires a complaint to be filed.

Aspects removing liability include, among others, there being no premeditation, carelessness or a damage to be recompensed. In addition to this, liability is removed by a differing opinion recorded in the minutes, absence due to incompetence due to likelihood of bias, or the task clearly being assigned to a party other than the Board. Being granted freedom from liability in a meeting of the association removes liability towards the association, that is, not criminal liability, for example.

Of the following items, at least the first four for the relevant parts and, depending on the association’s operations, the rest are applicable to the operations of associations and their Boards. There may also be other statutes to guide the operations, for example, regarding grants.

1. Constitution
2. Associations Act
3. Accounting Act, Auditing Act and other acts and decrees
4. Association rules
5. Voting and election rules
6. Election regulation
7. Rules of procedure
8. Collective agreement
9. Financial regulation
10. Symbol use regulation

Name (compulsory)

• Used in official contexts, so must differ from other communities.

Domicile (compulsory)

• The main location of the operations, i.e. the municipality in which the meetings of the association take place; otherwise, the ability of members to take part in the meetings must be ensured.

Language

• Assumed to be Finnish or Swedish (bilingualism can be specified).
• The official administrative language can only be Finnish, Swedish or both, but also a different language can be used in the operations themselves.
• The official language of an association is the language or those languages in which the association rules have been registered with PRH.

Compulsory

The primary operations of the association must correspond with the purpose and the forms of operation, i.e. the execution of the purpose in practice.

However, the association can also engage in other kinds of operations as long as these are not contradictory to the purpose and the primary operations or more substantial than them. It is advisable to be careful with the finances, however.

Can be stipulated in the rules as follows, for example: “To support its operations, the association can own necessary movable or immovable property, organise raffles, sales and collections. Additionally, the association can accept donations and financial bequests.”

The purpose, the operations and their support must indicate that the association operates for the common good and not for profit. Read more about operating for the common good.

Anyone can apply for membership.

Acceptance is decided by the Board, unless otherwise stipulated. The criteria: membership conditions in the rules and the association’s purpose.

The rejection of an application does not need to be justified to the applicant. A negative freedom of association stands here, meaning that no one can be made a member without their consent and, similarly, not every applicant must be accepted as a member.

The association can have EITHER

• One membership class = each member is entitled to vote; each member has the same rights and responsibilities

OR

• Multiple membership classes = voting right must be defined for each membership class or everyone has it; different rights and responsibilities for each membership class.

Within a membership class, no distinction can be made between the members’ rights and responsibilities. In other words, all members in one membership class are equal.

Members do not automatically transfer from one group to another in accordance with the conditions of membership, and nor can they be transferred without consent (negative freedom of association). For example, if a condition of ordinary membership is a student status and the person graduates, they cannot be transferred to alumni membership without their consent. They can be dismissed, however, if they no longer meet the conditions of membership.

Please note that as per AYY’s Association Regulation, at least 60% of the members entitled to vote in first-list associations operating within AYY must be AYY members.

Compulsory

Determined for statutory member groups in accordance with the rules (generally in the meeting of the association).

Within a membership class, no distinction can be made between the members’ liabilities to pay (equal treatment).

A member can leave any time by making an announcement in writing or in the meeting of the association.

Dismissal is possible in accordance with the grounds for dismissal stipulated in the rules. However, there is always a right to dismiss a member if they:

1. have failed to fulfil the obligations to which they have committed themselves by joining the association;
2. by their action within or outside the association have substantially damaged the association; or
3. no longer meet the conditions of membership laid down by law or the rules of the association. (Associations Act Section 14)

Neglecting to pay the membership fee can be recorded in the rules as a ground for dismissal. Dismissal is decided upon by the meeting of the association, unless otherwise stipulated in the rules. The person to be dismissed has the right to be heard regarding the decision, unless it is for a statutory reason. Always remember equality in dismissal situations.

Compulsory

The rules must indicate when the association’s Board and performance auditors are elected, the financial statement confirmed and freedom from liability decided upon. There can be one or more meetings in which the required items are addressed. It must also be indicated how and in what time a meeting of the association must be convened.

Extraordinary meetings of the association: “An extraordinary meeting of an association must be organised when a meeting of the association so decides, or the executive committee considers it justified, or at least one tenth of the members of the association entitled to vote so demands for the handling of a matter notified by them.” (Associations Act Section 14)

Compulsory

The number or the minimum and maximum number of Board members as well as their term of office must be determined in the rules.

• At least three persons: Chair compulsory, others appointed in accordance with the rules
• The Board’s quorum can be separately stipulated (assumed to be at least half)
  • The half required for a quorum is quantified from the number of persons appointed to the Board
• In the one annual meeting model, the Board’s term of office must be determined as the time between annual meetings

The Chair has the right to sign on behalf of the association, unless otherwise stipulated in the rules.

It can be stipulated that a right to sign on behalf of the association is additionally given to:

1. one or more Board members;
2. based on their position, another person; or
3. a person separately authorised to do so by the Board. (Associations Act Section 36)

Compulsory

If the association has no financial auditors, it must have performance auditors, i.e.

• At least one performance auditor and one deputy for them
  • Conveniently formulated as e.g. “one or two performance auditors and deputy performance auditors, or one or two financial auditors and deputy financial auditors” (PRH)

Compulsory

The fiscal period must be determined as DDMM–DDMM.

If the Board’s term of office is not separately determined, it is the same as the association’s fiscal period.

The financial statement along with the necessary documents must be handed to the performance auditors at least one month prior to the meeting confirming the financial statement, and the performance auditors must hand their written statement to the Board at least two weeks prior to this meeting. (Auditing Act)

Compulsory

Rule amendment and dissolving the association are always decided upon in the meeting of the association in the manner stipulated in the rules (at least, how and in what time the meeting of the association must be convened). The decision requires a majority of at least ¾ of the given votes (Associations Act Section 27).

Compulsory

Dissolving means that the association ends its operations voluntarily and of its own will.

• The funds must be used as stipulated in the rules as part of the dissolution proceedings.
• The decision requires a majority vote of at least ¾ in the meeting of the association (Associations Act).

An association can be ordered to be discontinued; the discontinuation order is given by the authorities.

• The funds must be used as stipulated in the rules as part of the discontinuation proceedings or, when this is impossible or contrary to the law or good manners, they are announced to have been lost to the state.