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Bylaws of Audiopoli ry

This is an unofficial translation, provided for convenience only. Finnish is the official language of the association, and the Finnish text is the only legally binding version.

Chapter 1 – Name, domicile, purpose and languages of the association

Section 1 – Name and domicile

The name of the association is Audiopoli ry. In these bylaws it is referred to as the association. The domicile of the association is the city of Espoo.

Section 2 – Purpose and activities of the association

The purpose of the association is to promote the hi-fi and home cinema hobby among the members of the Student Union of the Helsinki University of Technology (hereinafter TKY).

To fulfil its purpose, the association may organise hobby evenings, excursions, various loudspeaker projects and other projects consistent with the purpose of its activities, and may assist members with advice and guidance in acquiring equipment.

Section 3 – Supporting the activities

To support its activities, the association may organise social evenings, raffles, sales events and entertainment events, engage in publishing, and receive donations and bequests. In addition, the association may collect membership fees.

The association may own movable and immovable property necessary for its activities.

Section 4 – Official languages of the association

The official language of the association is Finnish. Finnish is used as the language of minutes and announcements.

Chapter 2 – Members

Section 5 – Members

The members of the association are ordinary members, external members, supporting members and honorary members.

Any member of TKY interested in the activities of the association may be accepted as an ordinary member of the association.

Any person interested in the activities of the association who cannot be accepted as an ordinary member may be accepted as an external member of the association.

Any person or legal entity supporting the activities of the association may be accepted as a supporting member of the association.

A meeting of the association may, by a majority of at least three quarters (3/4) of the votes cast, invite to become an honorary member of the association a person who has distinguished themselves in the activities of the association or has otherwise significantly advanced its aims.

A proposal to invite an honorary member is made by the board or by ten (10) ordinary members of the association.

Section 6 – Register of members

The association must keep a register of all its members. The register must record the full name and domicile of each member. Members are obliged to notify the association of any changes to their domicile and name.

Section 7 – Membership fees

The annual general meeting decides separately for each group of members on the amount of the joining fee and the annual membership fee collected from members.

However, the following are exempt from paying the membership fee:

  1. honorary members.
  2. ordinary members who have submitted a notification of absence from the Helsinki University of Technology for the entire membership fee period.

Section 8 – Resigning from the association

A member may resign from the association by giving written notice to the board of the association or to its chair. A member may also resign by giving notice at a meeting of the association to be recorded in the minutes.

Section 9 – Joining the association

Anyone wishing to join the association as a member must notify the association of their intention. The board decides on acceptance as a member; in the case of honorary members, however, the decision is made by a meeting of the association.

Section 10 – Expulsion from the association

The board of the association may expel a member from the association if the member has failed to pay an overdue membership fee, or if by their conduct within or outside the association they have significantly damaged the association, or if they no longer meet the conditions of membership laid down in law or in the bylaws of the association.

Before a decision on expulsion is made, the member concerned must be given an opportunity to give an explanation in the matter, except where the reason for expulsion is failure to pay the membership fee.

The decision on expulsion must be delivered in writing to the expelled member without delay, except where the reason for expulsion is failure to pay the membership fee.

Section 11 – Appealing against a decision on expulsion

An expelled member has the right to appeal against the decision in writing to a meeting of the association, which must then confirm the decision by a majority of at least three quarters (3/4) of the votes cast. The appeal must be delivered to the board within thirty (30) days of the member being informed of the decision on expulsion, and it must be dealt with at the next meeting of the association, but no later than sixty (60) days from the date the appeal was submitted.

Chapter 3 – Meetings of the association

Section 12 – Meetings of the association

The meetings of the association are the annual general meeting, the election meeting and extraordinary meetings.

The annual general meeting of the association is held in February–March and the election meeting in October–November, on a date determined by the board.

Section 13 – Annual general meeting

At least the following matters are dealt with at the annual general meeting of the association:

  1. Opening of the meeting
  2. Organisation of the meeting
  3. Legality and quorum of the meeting
  4. Agenda of the meeting
  5. Presentation of the financial statements, the annual report and the auditors' statement
  6. Adoption of the financial statements
  7. Granting discharge from liability to the board and other parties liable
  8. The action plan drawn up by the board for the current term
  9. The budget drawn up by the board for the current term
  10. The amount of the association's membership fees for the current term
  11. The due date for payment of membership fees
  12. Other matters mentioned in the notice of the meeting
  13. Closing of the meeting.

Section 14 – Election meeting

At least the following matters are dealt with at the election meeting of the association:

  1. Opening of the meeting
  2. Organisation of the meeting
  3. Legality and quorum of the meeting
  4. Agenda of the meeting
  5. Election of the chair, the secretary and the treasurer of the board for the following term
  6. Election of the other members of the board for the following term
  7. Election of the association's officials for the following term
  8. Election of two (2) auditors and of the 1st and 2nd deputy auditors for the following term
  9. Other matters mentioned in the notice of the meeting
  10. Closing of the meeting.

Section 15 – Extraordinary meetings

An extraordinary meeting is held when a meeting of the association so decides, when the board considers there is cause to do so, or when at least one tenth (1/10) of the members of the association entitled to vote, or at least ten (10) ordinary members of the association, demand it in writing from the board for a specifically stated matter. The meeting must be held within fourteen (14) days of the demand for it being delivered to a member of the board, or, outside teaching periods, no later than thirty (30) days from the demand being made.

Section 16 – Rights at meetings of the association

All members of the association have the right to be present and to speak at meetings of the association, and ordinary members have the right to vote, each having one vote. Voting by proxy is not permitted.

A meeting may also decide to grant the right to be present and to speak to a person who is not a member of the association.

Section 17 – Decision-making

Decisions at a meeting of the association are made by an absolute majority of the votes cast, unless otherwise provided in these bylaws. In the event of a tie, the opinion of the chair of the meeting decides; in elections, however, the matter is decided by lot.

Section 18 – Convening meetings of the association

The notice of a meeting of the association must state the time and place of the meeting and the matters to be dealt with at it. The notice must be published on the official notice board of the association, on the association's mailing list and on the official notice board of TKY at least seven (7) days before the meeting, or, outside teaching periods, at least fourteen (14) days before the meeting.

Section 19 – Quorum

A meeting is lawful and has a quorum if it has been convened in accordance with the Associations Act and these bylaws.

Section 20 – Matters to be dealt with

The matters mentioned in the notice of the meeting are dealt with at the meeting. The meeting may also take up a matter which the meeting declares urgent by a majority of at least three quarters (3/4) of the votes cast.

When dealing with amendments to the bylaws of the association, the rules of voting and elections, the election or dismissal of the board or a member of it or of an auditor, the adoption of the financial statements and the granting of discharge from liability, or the dissolution of the association, the matter must be mentioned in the notice of the meeting.

Chapter 4 – The board

Section 21 – The board

The affairs of the association are managed by a board elected for one calendar year at a time. The board consists of a chair, a secretary, a treasurer and 0–3 other members of the association. Only ordinary members of the association are eligible to be chair of the board of the association.

Section 22 – Duties of the board

The duties of the board are to:

  1. direct the activities of the association.
  2. prepare the matters to be raised at meetings of the association and implement the decisions made at them.
  3. manage the finances and property of the association.
  4. decide on acceptance as a member, with the exception of honorary members
  5. draw up proposals for the association's action plan, budget, annual report and financial statements.
  6. supervise the work of committees and officials.
  7. convene meetings of the association when necessary.
  8. represent the association.

Section 23 – Members of the board

The chair of the board convenes and chairs the meetings of the board, sees to the convening of meetings of the association, and supervises that the activities of the association comply with the bylaws. The board appoints a vice-chair from among its members. The vice-chair carries out the duties of the chair when the chair is prevented from doing so.

The duties of the secretary are to draw up the minutes of meetings of the association, to keep a record of the members of the association and to look after the archives.

The duties of the treasurer are to manage the finances and property of the association and to prepare the proposals for the financial statements and the budget.

Section 24 – Meetings of the board

A meeting of the board has a quorum if notice of the meeting has been given in the manner agreed among the board and more than half of the members of the board are present, with either the chair or the vice-chair present. Decisions are made by an absolute majority of the votes cast. In the event of a tie, the opinion of the chair decides; in elections, however, the matter is decided by lot.

Section 25 – Signing for the association

The name of the association may be signed by the chair of the board, the vice-chair or the treasurer.

Chapter 5 – Officials and committees

Section 26 – Appointment, term of office and participation in activities

The association and the board may appoint committees and officials subordinate to the board for specific tasks. In doing so, the lengths of their terms of office must be determined, and may not exceed one calendar year.

Section 27 – Dismissal of an elected representative or official

A meeting may release an elected representative or official from their duties during their term of office, in which case this must be mentioned in the notice of the meeting. The board may release only an official or committee it has appointed itself during that official's or committee's term of office.

Chapter 6 – Administration and finances

Section 28 – Term of office and financial year

The term of office and the financial year of the association are the calendar year.

Section 29 – Auditors

The financial management and administration of the association are supervised by the auditors. The board must deliver the financial statements with the necessary documents and the annual report to the auditors no later than three (3) weeks before the annual general meeting. The accounts must also be made available for inspection on request at other times. The auditors must give the board a written report, addressed to the annual general meeting of the association, on their audit of the administration and accounts of the association no later than two (2) weeks before the annual general meeting.

Chapter 7 – Special provisions

Section 30 – Emblems and insignia of the association

A meeting of the association decides on the emblems, insignia and official notice board of the association.

Section 31 – Appealing against decisions

If a decision of the association has not been made in the proper manner, or if it is otherwise contrary to the law or to the bylaws of the association, a member of the association, the board or a member of the board may bring an action against the association to have the decision declared invalid. A person who has contributed to making the decision at the meeting does not have the right to bring such an action for annulment.

Section 32 – Amending the bylaws

Amendments may be made to these bylaws if the proposed amendment has been approved by a majority of at least three quarters (3/4) of the votes cast at two (2) consecutive meetings of the association held at least fourteen (14) days apart.

A proposal for an amendment may be made by the board of the association, by one tenth (1/10) of the ordinary members of the association, or by 10 ordinary members of the association in writing to the board. The proposed amendment must be dealt with at the next meeting of the association.

Section 33 – Dissolution of the association

The association is dissolved if the association so decides by a majority of at least three quarters (3/4) of the votes cast at two (2) consecutive meetings held at least thirty (30) days apart. A proposal for dissolution must be mentioned in the notice of the meeting.

If the association is dissolved or wound up, its assets are transferred to TKY to be used for the purpose set out in Section 2 of these bylaws, or, if that is not possible, to support the activities of TKY.

Section 34 – Matters not provided for in the bylaws

In addition to these bylaws, the activities of the association are governed by the Associations Act, the Accounting Act and the Auditing Act.

These bylaws were approved at the meetings of the association held on 22 March 2007 and 20 April 2007, and were considered at the meeting of the Representative Council of TKY on 12 March 2008.

Amendments were made to the bylaws at the request of the Finnish Patent and Registration Office (PRH) and approved at the meetings of the association held on 12 May 2009 and 28 May 2009.