Articles of the FLIP Association

1 § Name and Registered Office of the Association

The name of the association is FLIP ry (hereafter the Association) and its registered office is in Espoo.

2 § Purpose and Tasks

The Association operates as a producer responsibility organization of lamp producers operating in the Finnish markets.

The Association is responsible for the producer responsibility under the Waste Act and other applicable regulations in force from time to time on behalf of lamp producers.

The purpose of the Association is to secure collection, transport and recycling of waste together with regulatory reporting and to take care of the purchase of services relating to the foregoing on behalf of the Producers who join the association as another party.

The Association operates according to its purpose as a partner to the authorities and interest groups The Association follows sector's legislation and development as well as introduces bills and proposals to the authorities.

The Association operates as a non-profit association. The Association may own shares in a company of which the purpose is to produce services related to producer responsibility under applicable law.

3 § Members

A member of the Association shall meet the criteria of a producer as set out in the Council of State Decree on electrical and electronic waste (hereinafter the Decree). According to the Decree producer refers to a party that manufactures or sells lamps under its own trademark and to a party, who imports or exports lamps on a professional basis. Members shall be organizations or businesses, which operate in the Finnish markets and are registered in Finland. A party that meets the membership conditions above, that adheres to the purpose of the Association and accepts the rules may be accepted by the Association to become a member of the Association.

4 § Cancellation of Membership

4.1 A member can resign from the Association by giving a written notice of resignation to the board of directors or to the chairman of the board of directors. A member can also notify its intention to resign from the Association in the general meeting of the Association, whereupon the intention shall be recorded in the minutes. The resignation shall come into force at the end of the calendar year during which the notice of resignation has been given in. The term of notice shall, nevertheless, be a minimum of six months.

4.2 By a proposal of the board of directors the general meeting of the Association can decide to expel a member if the member materially breaches any part of the rules, fails to pay its membership fee or its share of the expenses accrued by the Association in carrying out the producer responsibilities under the Decree or when participation contract of the producer responsibilities has been terminated.

The decision to expel a member must be made by a three-quarter (3/4) majority of the votes cast. Expelling from membership shall come into force at the end of the calendar year during which the decision to expel has been made.

The expelled member does not have the right to reclaim the membership fees it has paid to the Association. The expelled member is obligated to pay its membership fees until the expelling comes into force and to compensate the expenses to the Association.

The member loses all its rights to the Association and to its assets when it is expelled.

5 § Member Register

The board of directors ensures that the member register of the Association shall be maintained and kept as required by law. The Association's public member register and record of previous members shall be maintained and kept at the Association's office or at the office of an authorized external service provider.

6 § Membership Fee

The Association's annual membership fee shall be one thousand (1000) euros for the first year, and it will be revised annually at the Association's autumn meeting. The membership fee shall be paid annually in one instalment into a bank account indicated by the Association. The first membership fee shall be paid within thirty days as of the beginning of the membership.

7 § Votes and Voting of Members

Members of the Association shall use their power of decision-making according to the proportion of the votes in the general meeting of the Association.

In the Association's general meetings each member shall have one (1) vote. None of the members of the Association can vote by more than three powers of attorney.

The voting and elections shall be open, unless any of the participants of the meeting demands voting by closed ballot.

8 § General Meetings and Extraordinary meetings

The Association has two ordinary meetings each year. The spring meeting shall be held in June at the latest and the autumn meeting in December at the latest. An extraordinary meeting of the Association shall be organized when a meeting of the Association so decides, or the board of directors or auditors consider it necessary, 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 in writing.

Invitation to the general meeting and extraordinary meeting shall be sent to the members' address in writing or via email 21 calendar days before the meeting at the latest.

Decisions in the meetings of the Association shall be made by simple majority vote unless the matter to be decided on requires a larger share of the votes according to the rules. Decisions can only be made on matters that have been written down on the invitation in advance and forwarded to the members.

8.1 § Spring Meeting

Following matters are discussed in the spring meeting:

  • The board of directors' report of the previous financial year and the previous year's financial statement and auditors' report;
  • Approval of annual report and financial statement;
  • Granting discharge from liability to the board of directors;
  • Other matters referred to in the invitation to the spring meeting; and
  • Motions by the members which have been submitted to the chairman of the board or to the representative named by the board three weeks before the meeting at the latest in writing or by email confirmed with delivery receipt.

8.2 § Autumn Meeting

Following matters are discussed in the autumn meeting:

  • Election of members of the board of directors and auditors;
  • Approval of action plan and budget;
  • Deciding the annual membership fee for the following year;
  • Other matters referred to in the invitation to the autumn meeting; and
  • Motions by the members which have been submitted to the chairman of the board or the representative named by the board three weeks before the meeting at the latest in writing or by email confirmed with delivery receipt.

9 § Board of Directors and its Assembly

The board of directors leads the operations of the Association. Only natural persons can be elected as members of the board of directors.

The board of directors comprises of three (3) to six (6) members. A member shall be elected to the board for three years at a time, and can be re-elected. The board of directors shall elect a chairman and a deputy chairman from among its members.

10 § Tasks of the Board of Directors

The board of directors of the Association directs the operations of the Association as well as discusses and decides on matters that are not handled in the general meeting of the Association.

The board of directors is responsible for the approval of the action plan and its compliance, the budget as well as the annual accounts. The board of directors can buy services from external organizations and/or experts in order to carry out its tasks. Furthermore, the board of directors may have a secretariat that supports it in carrying out its tasks.

11 § Authorized representative

To help carry out its task the Association may have an independent authorized representative that can be either employed by the Association or whose tasks can be bought from an external service provider.

The board of directors shall appoint and give a notice to the authorized representative. A member of the board of directors of the Association cannot act as an authorized representative.

The representative must adhere to absolute confidentiality in carrying out the tasks given to him/her.

The representative  shall refrain  from disclosing to the board of directors, other members or any third party  information collected from the members if such information  contains trade secrets or when disclosure of such information could result in exchange of information which  is prohibited by the applicable competition regulations.

12 § Term of the Board of Directors

Term of the Board of Directors ends at the end of each three-year term as referred to in Section 8 or when a member resigns from his/her position. The term also ends if a member is unable to carry out the tasks required by the position, or when the general meeting decides to give a notice to a member by a proposal of at least two members.

13 § Representation

The board of directors represents the Association with respect to third parties and the authorities. Both the chairman of the board and the representative, alone and separately, sign on behalf of the Association.

The board of directors may grant authorisation to a member of the board of directors or the authorized representative to represent the association in separately designated matters.

14 § Operations of the Board of Directors

14.1 § Decision-making of the Board of Directors

The members of the board of directors have one vote each. Unless otherwise provided in the rules of the Association the decisions shall be made by simple majority vote, nevertheless, subtracting those votes that are not used in the meeting. If the votes are even the vote of the chairman shall be decisive. The board of directors has a quorum when at least half of the members of the board of directors are present including the chairman.

The following matters require a unanimous decision: taking out or securing a loan.

Decisions on the above-mentioned matters must be approved by the absent members of the board of directors in the next meeting or in writing.

The board of directors can also make decisions outside the meetings whereupon the votes must be given in writing by letter, fax or email. These decisions shall be written down in the minutes and shall include the matters to be decided on, information of the members of the board of directors that have participated in the decision, documentation related to the decision and the responses of those that have participated in the decision.

The decision of the board of directors and the voting results must be written down and verified by a signature of the chairman and another member of the board of directors as well as added in the minutes of the meeting.

Decisions of the board of directors made in any other order than as outlined above are not effective.

14.2 § Meetings of the Board of Directors

The practice of the meeting of the board of directors shall be as follows:

  • The meeting of the board of directors shall be held at least once a year or as often as the chairman of the board of directors considers necessary. Three members of the board of directors can also ask the chairman to convene a meeting of the board of directors to discuss a matter they have notified of.
  • The chairman of the board of directors shall convene a meeting of the board of directors by a written invitation, and she/he shall forward the agenda of the meeting to the members of the board at least five working days before the meeting. In urgent matters the invitation can be forwarded later at chairman’s discretion.
  • The meeting is presided by the chairman of the board of directors, and when she/he is absent by the deputy chairman.
  • The meetings can also be held in the form of telephone or videoconferences.
  • The minutes of the meeting shall be drawn up by a member of the board of directors or an authorized representative chosen for the task in each meeting.
  • The voting shall be carried out openly, excluding elections which shall be carried out by ballot, unless decided otherwise by the chairman.

15 § Accounting Period

The calendar year shall be the accounting period of the Association, and a balance sheet and a profit and loss account shall be drawn up for each accounting period. The balance sheet and the profit and loss account shall be submitted to the auditor of the Association at least one month before the spring meeting in which they shall be presented.

16 § Amendments to the Rules of the Association

The board of directors may by itself bring forward and prepare a proposed amendment to the rules of the Association, or shall also prepare a proposed amendment at the request of at least two members. The general meeting shall decide on amendments to the rules. The decision is effective unless it is in conflict with applicable law or other sections of the rules and when it is supported by at least four-fifth (4/5) of the votes cast.

17 § Dissolution of the Association

A decision on the dissolution of the Association must be made in the general meeting of the Association and it requires the support of four-fifth (4/5) of the votes cast.

When the Association is dissolved its assets shall be used in a way that promotes the purpose of the Association as defined in the meeting that decides on the dissolution according to the purpose of the Association, to develop and maintain the producer responsibility system pursuant to applicable law. If the meeting decides to discontinue the operation of the Association its assets shall be used for the same purpose.  The assets may not be distributed to the members of the Association.

The rules have been updated 18 July 2016.

 

 

WHY CHOOSE ELKER?

  • 1. Elker is a reliable service provider with over 10 years of experience in the field.
  • 2. Elker is always up-to-date on the latest obligations set out in the EU's WEEE directive and the corresponding obligations of the Finnish legislation.
  • 3. Elker organises the recycling processes of electrical and electronic equipment efficiently.
  • 4. Elker's WEEE recycling processes are sustainable and safe.
  • 5. The WEEE collected is mainly recycled in Finland, according to strict safety regulations and processes.
  • 6. Elker is part of a European-wide joint venture network that enables the producers to settle the WEEE and battery & accumulator requirements and take care of the responsibilities also in Norway and Switzerland, in addition to most of the EU countries.
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