Bylaws

(Translation from the Swedish original)

1 §

The Chamber of Commerce, whose name is the Finnish-Swedish Chamber of Commerce, aims to promote economic and industrial relations between Finland and Sweden, with an emphasis on promoting Finnish exports to Sweden. The Chamber of Commerce, which is based in Stockholm, is a non-profit association. It is subject to Swedish law. The Chamber of Commerce's activities are non-political.

2 §

To fulfill its purpose, the Chamber of Commerce facilitates contacts between export and import circles in Finland and Sweden, provides companies and other interested parties in both countries with information and advice, gathers statistical and other data on mutual trade and market conditions, conducts market research and export promotion activities in Sweden, engages in commercial information activities regarding market conditions in both countries, including distributing publications and circulars, and organizes conferences and meetings to promote mutual trade relations. In its export promotion efforts in Sweden, the Chamber of Commerce consults with Finpro rf. The Chamber of Commerce may establish and operate a service company to carry out certain tasks.

3 §

The Chamber of Commerce consists of honorary members, constant members, and annual members. The Ambassador of Finland in Sweden and the Ambassador of Sweden in Finland are ex officio honorary members. The former also serves as the honorary chairman of the Chamber of Commerce. Additionally, other individuals who have made significant contributions to the development of trade relations between Finland and Sweden may be appointed as honorary members. Such honorary members are elected at the annual meeting of the Chamber of Commerce on the recommendation of the board.

4 §

Individuals, companies, and organizations engaged in trade, industry, shipping, banking and insurance, or other comparable business activities in Finland or Sweden, as well as other individuals, companies, or organizations interested in the Chamber of Commerce's objectives, may be accepted as lifetime members or annual members. The board is responsible for processing membership applications.

5 §

An annual member shall pay within one month of the invoice date an annual fee to the Chamber of Commerce, the amount of which is determined by the annual meeting for the following fiscal year. An annual member joining the Chamber of Commerce after July 1 pays only half the fee for the first year. By applying for membership, the applicant commits to paying the annual membership fee. An annual member wishing to be exempted from the obligation to pay the annual fee for the following year must notify the Chamber of Commerce in writing before September 30. Withdrawal from the Chamber of Commerce can only occur at the end of a fiscal year. The board of the Chamber of Commerce has the right to exclude a member who has not paid the membership fee.

6 §

The fiscal year of the Chamber of Commerce coincides with the calendar year unless the board decides otherwise.

7 §

The organs of the Chamber of Commerce are the annual meeting, special meeting for specific matters, the council, and the board.

The annual meeting elects the council and auditors.
The council elects the board.
The board appoints the CEO.

Within the Chamber of Commerce, there is a secretariat. The board determines the organization and tasks of the secretariat.

8 §

The Chamber of Commerce holds an annual meeting before the end of May and a special meeting when the board decides or at least twenty-five members request it in writing for a specific matter. The board determines the time and place of the Chamber of Commerce's meetings. Notice of the meeting shall be sent to all members at least fourteen days before the meeting. The notice shall state the matters to be addressed at the meeting. Any member has the right to submit a motion to the annual meeting or special meeting on a matter within the Chamber of Commerce's area of activity. The motion shall be submitted in writing to the board at least one month before the meeting at which the matter is to be addressed. Decisions at meetings may only be made on matters stated in the notice. The following matters shall be addressed at the annual meeting:

Election of the meeting chairman
Election of one or two persons to adjust the minutes with the chairman
Legality and quorum of the meeting
The board's report on the activities and financial management of the Chamber of Commerce for the previous year
The auditor's report and discharge from liability for the board for the previous year's management
Determination of the number of members in the council
Election of the chairman, two vice-chairmen, and other members of the council, as well as one auditor and one deputy auditor
Other matters prepared by the board referred to the annual meeting
Determination of the annual fee

9 §

Voting at the Chamber of Commerce meetings is open. The decision agreed upon by the majority shall apply. In the event of a tie, the chairman's vote shall prevail. Elections are conducted by secret ballot if requested, and in the event of a tie, drawing lots shall determine the outcome. Each member has one vote at the meetings. Corporations, mutual insurance companies, partnerships, limited partnerships, and associations engaged in economic activities are represented by a person authorized to sign for the company. Voting rights may not be exercised by those who have not paid their annual fee. At Chamber of Commerce meetings, absent members may vote by proxy, held by a present member of the Chamber of Commerce. However, one member may only vote on behalf of up to five absent members. The Chamber of Commerce has a quorum when at least 15 members are present or represented.

10 §

The council of the Chamber of Commerce consists of the chairman, two vice-chairmen, and at least ten other members. The chairman and all other members are elected for two-year terms at the annual meeting. Retiring members may be re-elected. The council has a quorum when at least half of the members, including either the chairman or one of the vice-chairmen, are present. In the event of a tie, the chairman's vote shall prevail, except in elections, where drawing lots shall determine the outcome. The council establishes the general guidelines for the Chamber of Commerce's activities. The council meets annually immediately after the annual meeting to appoint the chairman and other members of the board. Otherwise, the council meets at the call of the chairman. The notice shall be sent at least 14 days before the meeting.

11 §

The board of the Chamber of Commerce consists of the chairman, two vice-chairmen, and four other members. The chairman and other board members are elected annually until the end of the next regular annual meeting. Retiring members may be re-elected. The board elects within itself the vice-chairmen and the treasurer. The board has a quorum when at least four members, including either the chairman or one of the vice-chairmen, are present. In the event of a tie, the chairman's vote shall prevail, except in elections, where drawing lots shall determine the outcome. The board is responsible for the organization and management of the Chamber of Commerce's affairs. The board appoints and employs the CEO of the Chamber of Commerce to handle day-to-day management according to the guidelines and instructions issued by the board. Other staff are employed by the CEO in consultation with the chairman of the board. In matters of greater importance or special principle, the board shall consult with the chairman of the council. The board shall annually submit a report on the activities of the Chamber of Commerce, no later than four months after the end of the fiscal year. The board's report, together with the financial statements, shall be submitted to the auditors within the same period. Notice of board meetings shall be sent at least 14 days before the meeting. In particularly urgent cases, the chairman may send the notice at least 6 days before the meeting.

12 §

To review the management and accounts of the board, the annual meeting appoints an authorized auditor and a deputy, who must also be an authorized auditor. The auditor shall submit an audit report to the annual meeting, including approval or disapproval of discharge from liability.

13 §

Amendments to these statutes require decisions to be made at two consecutive Chamber of Commerce meetings, of which at least one is an ordinary annual meeting, and that the decisions at both meetings are supported by at least two-thirds of the votes cast.

14 §

Dissolution of the Chamber of Commerce can only occur if decisions to this effect are made at two consecutive Chamber of Commerce meetings, of which at least one is an ordinary annual meeting, and that the decisions at both meetings are supported by at least three-fourths of the votes cast.

15 §

In the event of the dissolution of the Chamber of Commerce, its net assets shall be donated to the benefit of the Finnish state.