Association rules

Section 1 Name, domicile and area of operation

The name of the association is Shadow Room ry, and its domicile is Vantaa, Finland.

The association's area of operation is Finland.

Section 2 Purpose and forms of activity

The association promotes research, artistic work, events and other activities relating to art, aesthetics, music and other fields of culture, centred on alternative aesthetics and ways of making.

The purpose of the association is to support its members' artistic work, research, performing activities and networking opportunities in Finland and abroad.

The aim of the association is to act as a network for the benefit of its members, bringing together skilled people, experts and practitioners from different fields.

The basic unit of Shadow Room ry's work is the project, which must operate on its own budget allocated to the project and within the framework jointly agreed for the project. A project may be started once the project plan has been approved by the board.

When a project has ended, the project's initiator is obliged to close the project budget and to complete any other necessary and jointly agreed matters, such as documentation or other necessary reports.

To fulfil its purpose, the association

1. Takes part in exhibitions, events, performances and other artistic activities

2. Promotes the opportunities of its members to work as independent artists and as artistic groups or collectives, where the work is centred on the promotion of alternative aesthetics, experimentation, testing or research

3. Seeks to arrange facilities to support artistic work

4. Organises workshops, training, advisory, lecture and expert events, as well as networking events

5. Carries out art projects

6. May promote the fulfilment of its purpose in other ways similar to those mentioned in points 1 - 6

To support its activities, the association may accept donations and grants, and it may own real and movable property necessary for its activities. With the appropriate permit, the association may carry out grant applications and artistic projects. The purpose of the association's activities is not to generate profit or other direct financial benefit for those taking part in it.

Section 3 Members

Private individuals as well as registered associations, foundations and other entities with legal capacity may join the association as full members.

A private individual, a registered association, a foundation or another legal entity may be accepted as a supporting member (sustaining member). Supporting members have the right to attend and speak at the association's meetings, but no right to vote.

The board of the association decides on the admission of new members to the association. Associations joining as members must state their number of members at the time of joining.

Section 4 Joining fee and membership fee

On joining the association, members pay a one-off joining fee, the amount of which in euros is determined by the autumn meeting of the association separately for full members and for supporting members.

Monthly or annual membership fees are collected from the association's full members and supporting members; the autumn meeting of the association decides on the amounts in euros, the payment frequency and the due dates for each of the two member groups. The autumn meeting may authorise the spring meeting to decide on the amounts and frequency of the membership fees.

Section 5 Meetings of the association

The association holds two ordinary meetings each calendar year, at a time determined by the board: the spring meeting by the end of April and the autumn meeting by the end of November.

An extraordinary meeting of the association is held when a meeting of the association so decides, when the board of the association considers there to be cause for it, or when at least one third (1/3) of the members of the association entitled to vote demand it in writing from the board of the association for a specifically stated purpose. The board of the association must convene the meeting no later than thirty (30) days after the demand to hold it has been presented to the board.

Member associations are each entitled to send to the meetings of the association one voting representative for each commenced block of 20 members of their association, but no more than 10 representatives. The representation referred to above of each such member association at a meeting of the association is determined on the basis of its number of members at the end of the calendar year preceding the meeting. One person may represent only one member association.

Foundations and other entities with legal capacity that are members of the association are entitled to send one voting representative to the meetings of the association.

Each representative and each individual member has one vote at the meeting. Unless otherwise provided in these rules, the decision of the association shall be:

1. The opinion supported by more than half of the votes cast,

2. in the event of a tie, the opinion supported by the chair of the meeting; in elections, however, the result is decided by drawing lots.

The notice of a meeting of the association must be sent to each member by email or by letter no later than seven (7) days before the meeting, to the email address or postal address the member has provided for the register of members. The notice must state the matters to be dealt with at the meeting.

Section 6 Matters to be dealt with at meetings of the association

Matters to be dealt with at the spring meeting of the association:

1. Opening of the meeting

2. Election of the chair and secretary of the meeting, two persons to check the minutes and two vote counters

3. Confirmation that the meeting is lawfully convened and has a quorum

4. Approval of the agenda of the meeting

5. presentation of the financial statements, the annual report and the statement of the auditor or the operations auditors

6. Decision on the adoption of the financial statements and on granting discharge from liability to the board and other accountable persons

7. Other matters mentioned in the notice of the meeting

8. Closing of the meeting

Matters to be dealt with at the autumn meeting of the association:

1. Opening of the meeting

2. Election of the chair and secretary of the meeting, two persons to check the minutes and, if necessary, two vote counters

3. Confirmation that the meeting is lawfully convened and has a quorum

4. Approval of the agenda of the meeting

5. Adoption of the plan of action and the budget for the following calendar year, and of the amount and frequency of the joining fee and membership fee for full members and for supporting members

6. Decision on the number of full members and deputy members of the board

7. Decision on the amount of the meeting fees for full members of the board and of the fees for the operations auditors

8. Election of the chair of the board for the following calendar year, to replace the chair whose term is ending

9. Election of full members and deputy members of the board for the following two calendar years, to replace those whose terms are ending

10. Election of an auditor or two (2) operations auditors. A deputy operations auditor may be elected for the operations auditors.

11. Other matters mentioned in the notice of the meeting

12. Closing of the meeting

Section 7 Board of the association

The affairs of the association are managed by the board. The board consists of a chair elected for one calendar year and at least two (2) but no more than fourteen (14) full members elected for two calendar years, as well as a personal deputy member elected for each of them.

Each year, half of the full members of the board are due to retire by rotation across the entire area of operation. The first time, the order of retirement is decided by drawing lots.

What is stated above concerning full members also applies to the personal deputy members of the board.

The board elects a vice-chair from among its members and appoints, from among its members or from outside, a secretary, a financial officer and other necessary officials.

The board meets when convened by the chair or, if the chair is unable to attend, by the vice-chair. The chair / vice-chair must convene the board when they consider there to be cause for it or when at least half of the members of the board demand it.

The board has a quorum when at least half of its members, including the chair or the vice-chair, are present.

Decisions at board meetings are made by a simple majority of votes. In the event of a tie, the chair has the casting vote, except in elections, where the result is decided by drawing lots.

If necessary, the board may set up committees and working groups to assist it.

Section 8 Duties of the board

The duties of the board are:

1. To plan and manage the activities of the association

2. To ensure that the finances and assets of the association are managed with care

3. To prepare a proposal for the plan of action and a proposed budget, a report on the financial position of the association and an annual report on the activities of the association, and to close the accounts of the association each year

4. To prepare the matters to be dealt with at meetings of the association and to implement the decisions of the meetings

5. To appoint and dismiss the officials of the association and to decide on their duties and remuneration

6. To decide on setting up the committees and working groups referred to in Section 7, electing their members and issuing their terms of reference

7. To decide on the approval of projects, to supervise project working groups and, if necessary, to request expert opinions

8. To carry out the other duties assigned to the board under the Associations Act, the duties stated in these rules and the duties assigned to the board by the general meeting of the association.

Section 9 Signing for the association

The association's name is signed by the chair of the board alone, the vice-chair of the board alone and the treasurer alone.

Section 10 Operating year and financial year

The operating year and financial year of the association is the calendar year. The financial statements, together with the necessary documents, and the annual report of the board must be submitted to the auditor or the operations auditors no later than one month before the spring meeting. The auditors must give their written statement to the board no later than two weeks before the spring meeting.

Section 11 Resignation from the association

A member may resign from the association by notifying the board of the association or its chair in writing, or by announcing their resignation at a meeting of the association to be recorded in the minutes.

The board may expel a member from the association if the member has failed to pay two (2) consecutive membership fees, or has otherwise failed to fulfil the obligations to which the member committed by joining the association, or has, through their conduct in or outside the association, caused considerable harm to the association, or no longer meets the conditions of membership set out in the law or in the rules of the association.

Section 12 Amendment of the rules, dissolution of the association and use of assets

A decision to amend the rules or to dissolve the association must be made at a meeting of the association by a majority of at least three quarters (3/4) of the votes cast.

The notice of the meeting must mention the amendment of the rules or the dissolution of the association.

If the association is dissolved or discontinued, the last general meeting of the association decides on the use of the assets, which must be used to promote the purpose of the association within the association's area of operation in the manner determined by the meeting deciding on the dissolution.

Section 13

In addition to the provisions above, the provisions of the Associations Act in force are complied with in the activities of the association.