Dimes Association

Bylaws

Association Rules for Digital Media Innovations Finland, Dimes ry

These rules have been approved by the Founders of the Association on the 22nd of December, 2004. The Finnish National Board of Patents and Registration have approved these rules on the 4th of March, 2005.

1 § Name and Domicile of the Association

The name of the association is Digital Media Innovations Finland, Dimes Ry. The domicile of the association is in the City of Helsinki, Finland.

2 § Purpose of the Association

The purpose of the association is to promote technology and service innovations related to the ICT- field in Finland and to promote entrepreneurship, healthy forms of business and high level research as well as the general conditions for development and business activities.

3 § Forms of Activity

To fulfill its purpose, the association:

searches and analyzes new technology and service innovations
drafts recommendations for actions refining innovations into services
supports innovation activities of companies through acting as an expert
participates actively in development of technology and service innovations domestically and internationally
participates in social discussion
creates advanced testing activities for innovations and services
engages, without intent to profit, in education, guidance, announcements, compiling of statistics and exhibition activities
operates honoring the principles of free competition
represents its members as well in areas other than those mentioned before.

4 § Members of the Association

The association may have both ordinary and expert members. Ordinary membership may be granted to an incorporated Finnish society with commercial activity operating with or closely related to Finnish innovation activities. Expert membership may be granted to an incorporated society wishing to support the association with its expertise.

Membership is granted by the executive committee of the association on basis of application. The membership of the association must be applied in writing.

On basis of consideration by the executive committee, a member can also be a foreign incorporated limited company, cooperative society, registered association, and other society with legal capacity or a private person with a duly registered commercial name.

A member wishing to resign from the association shall inform the intent to resign in writing to the executive committee or to its chairman or report his intent into the records of a meeting of the association. The member shall be considered to have resigned from the association at the end of the calendar year during which the notice of resignation was issued.

A member which has not paid the membership fee for two consecutive years shall be considered resigned from the association by the executive committee and consequently will be removed from the list of members.

A member which has broken against the principles of the association or who has committed an act considered to be against the principles of good business practices can be expelled from the association by a decision of the executive committee.

5 § Honorary Membership

The spring or autumn meeting of the association may grant a person, who has shown special interest towards the association or its efforts, standing as an honorary member of the association.

6 § Membership fees

When joining the association, the member must pay an accession fee, the amount of which is defined by the autumn meeting of the association for each calendar year. The members are obligated to pay an annual membership fee, the amount of which is defined for all different membership classes by the autumn meeting of the association for the next calendar year. These accession and membership fees can be staggered by a decision of the autumn meeting of the association on basis of the company's domestic turnover or product development costs.

Diverging from the decision of an autumn meeting of the association, the executive committee may, upon joining of a member to the association, define for a period of maximum five (5) years, including the year of the accession, the membership fee for the member.

The membership fees must be paid in accordance with the time schedule defined by the executive committee.

Honorary members are exempted from paying membership fees.

7 § Meetings of the Association

The members of the association are convened, on invitational basis by the executive committee of the association, to the annual spring meeting held at latest in the month of May and to the annual autumn meeting held at latest in the month of December and to extraordinary meetings, when the executive committee of the association issues a notice to convene for deciding upon specified matters, or when a meeting has been demanded from the executive committee for specified matters through a written notice signed by at least one twentieth (1/20th) of the members of the association entitled to vote.

At the meetings of the association only issues mentioned in the invitation can be handled.

Invitations calling for the members to convene for a meeting must be sent in writing at least ten (10) days before the meeting.

The spring meeting shall:

a.) elect the chairman of the meeting
b.) elect the minutes-keeper and two minutes examiners
c.) validate the legitimacy of the meeting and confirm that it
constitutes a quorum
d.) identify the present members and member representatives
e.) deal with the annual report of the executive committee
concerning the activities of the previous year and possibly
make decisions relating to or arising from this report
f.) deal with the financial statements of the association and the
auditor's report relating to those statements
g.) approve the financial statements and decide upon discharge
of liability for the executive committee
h.) deal with other subjects mentioned in the meeting notice

The annual report of the executive committee, the financial statements of the association and the auditor's report accompanied by the statements concerning them, which will be handled by the spring meeting, must be sent to the members of the association no later than ten (10) days before the meeting. Comments by members concerning the financial statements and the annual report shall, if possible, be handed to the executive committee in writing at least three (3) days before the meeting.

The autumn meeting shall handle the following issues:

a.) elect the chairman of the meeting
b.) elect the minutes-keeper and two minutes examiners
c.) validate the legitimacy of the meeting and confirm that it
constitutes a quorum
d.) elect the members of the executive committee
e.) elect the chairman and assistant chairman of the
executive committee from among the committee members;
the chairman of the executive committee must be elected
from a company or organization that represents the
commercial life
f.) approve the executive committees' proposal on income and
expenditure for the forthcoming year of the association
g.) confirm the amounts of the accession and membership fees of
the association
h.) elect the auditors of the association (2-4) and assisting
auditors (2-4) in compliance with the Finnish Auditing Act, or
alternatively select an accounting company to perform the
accounting, closing of the books and inspection of the
administration
i.) deal with other subjects stated in the meeting notice

During the association meetings, when deciding upon matters which fall outside paragraph 14 of the rules, the regulations stipulated by the Finnish Association Act in § 27, clause 1, subparagraphs 1-2 are valid and must be followed.

8 § The Executive Committee

The association is lead and its matters are handled by the executive committee of the association. The executive committee consists of the chairman of the committee, the assistant chairman and eight to twelve (8-12) members which are elected at the autumn meeting of the association. The executive committee of the association is summoned for a meeting under the administration of the chairman or the assistant chairman whenever the committee sees it necessary or when at least half of the committee members demand a meeting.

The executive committee constitutes a quorum when either the chairman of the committee or the assistant chairman is present along with at least half of the members. Decisions are made through majority voting. In the event that the votes fall even, the vote of the chairman will be decisive.

The executive committee elects the president of the association and the other personnel in leading positions and defines the principles governing their labor contracts. Whenever the committee deems it necessary, the committee may appoint ad hoc committees appropriate for preparation and handling of a subject.

The executive committee prepares the principal operational plan of the association, which shall include a long term plan for promotion of innovations.

The executive committee can decide on selling, changing or mortgaging of the association property. Furthermore, the executive committee can decide on taking of loans for the association in case the subject matter is not significant enough to be handled by the meeting of the association.

The duty of the executive committee of the association includes following the developments in the associations' field of operations and, with the president of the association, taking of actions promoting the purposes of the association.

The duty of the executive committee of the association is to work towards encouraging companies and organizations to join the association, handle and decide membership applications and to decide upon expelling of members.

The executive committee of the association convenes the meetings of the association and prepares the matters which will be handled at the meetings. Furthermore, the committee presents the annual report of the association to the spring meeting and prepares the next years income and expenditure plan and presents it to the autumn meeting of the association.

The executive committee members' term starts at the date of election and ends at the next years' autumn meeting of the association.

The executive committee members are not paid compensation.

9 § Duties of the President of the Association

The President of the Association shall:

- lead and manage the association and its activities in guidance
of the executive committee
- prepare matters and issues to be presented at the meetings of
the association and committee
- submit statements concerning matters raised at the association
meetings and at the executive committee and to ascertain that
the decisions are properly executed
- take due care of the funds of the association and ensure that
the income and expenditure of the association are correctly
accounted for
- keep up-to-date of the commercial life, new technology and
service innovations
- on behalf of the association, make statements to the public
relating to the field of the association
- be responsible for disseminating information to members and
to upkeep contacts with the members

10 § Signing the Name of the Association

The name of the association is signed solely by the chairman of the executive committee or the president of the association. Alternatively, the name of the association can be signed jointly by two persons authorized specifically to do so by the executive committee.

11 § Accounting of the Association

The fiscal and operational year of the association is the calendar year.

The accounting material with related documents must be delivered for auditing to the auditors in due time, enabling the sending of the financial statements with the auditor's report to the members of the association at least ten (10) days before the spring meeting of the association.

The auditor's term starts at the day of election and lasts until the next year's autumn meeting.

12 § Voting Rights

At the meeting of the association each ordinary member of the association has ten (10) votes and each expert member has one (1) vote. Honorary members have the rights of presence and utterance at the meetings of the association.

13 § Amendments

These rules may be amended through decision taken at two successive meetings of the association, where the meetings shall be held at least a month apart from each other. The motion to amend must be supported by at least two thirds of the given votes.

A members' proposal for a motion to amend the rules must be delivered to the executive committee. If the executive committee supports the proposal, the chairman of the executive committee shall within thirty (30) days from the decision invite a meeting of the association to discuss the motion. The motion to amend the rules must be mentioned in the invitation.

14 § Dissolution of the Association

The decision to dissolve the association shall be taken in compliance with the provisions concerning the amendment of the rules. At the same time, a decision must be taken concerning handing over of the property of the association to a suitable incorporated society whose purpose is to promote Finnish innovation activities or the economical development of the country.