Suomeksi / In Finnish: Peliosuuskunta Expa: Osuuskunnan säännöt
The Expa Game Business Co-operative’s rules
1§ Trade name and residence
The cooperative’s trade name is Peliosuuskunta Expa and its place of residence is Jyväskylä.
2§ Field of activity
The cooperative’s purpose is to develop and support Finnish game industry especially in the Jyväskylä area.
Fields of activity are game design, development, publishing, marketing and sales, and the managing and retail of copyrights of the aforementioned items; production and financing of new media, organizing different kind of events and consultation of game industry. Additionally the cooperative can do legal business.
3§ Right to use the cooperative’s services
The services offered by the cooperative are available for the members of the cooperative. The board decides on offering the services to non-members.
4 § Application of membership, discontinuation of membership and resignation
A membership application can be submitted by a private person or a registered community that commits to following this code and paying the cooperative fee.
A person wishing to apply to the cooperative must submit a written application to the board which then decides on accepting the applicant, the applications’ procedure of acceptance and requirements for acceptance. Membership begins when the application has been accepted and the cooperative’s fee has been paid.
The board decides on the termination of a member’s membership. A member can be dismissed if he breaks the cooperative’s code or principles of action or if he has neglected the duties set on him due to his membership (membership fee, fees due to the activity of the cooperative). Should a member be dismissed, that member shall be notified at least a month before the meeting in which the matter is resolved.
If a member wishes to resign from the cooperative the member must notify the board in written text. The member is considered resigned after the notification has been processed in a board meeting. The board will come to a decision at most two months after the resignation notification has been received. The cooperative fee shall be refunded to the resigning member per cooperative law.
5 § Member record
The co-operative’s board will make sure a member list is maintained as the law requires. The board maintains and holds a member record and a list of former members to be shared with the current members and creditors of the co-operative. Members and creditors of the co-operative have the right to a copy of the record or a part of it by only paying for the expenses. The same right is given to those whose interests require it.
6 § Co-operative fee, joining fee and additional co-operative fee
A member is obliged to contribute with one share. The nominal value of the share is 50 € which is the amount of the fee a member must deposit in a single lot to the bank account designated by the cooperative within 30 days of being accepted as a member. Additionally, the cooperative can collect a joining fee the amount of which is decided in an annual cooperative meeting that takes into account the board’s suggestions. The joining fee is paid in the same manner as the cooperative fee. The joining fee will not be returned.
The cooperative meeting authorizes the board to decide on the ways and premises of paying additional cooperative fees. The nominal value of each additional share is 50 € which is to be deposited ín a single lot to the bank account designated by the cooperative within 30 days of being admitted an additional share. Should the cooperative fuse with another cooperative, split, converted into a stock company, put into receivership or be deleted from the register without liquidation proceedings the additional shares will be counted towards the actual amount of shares owned by a member.
7 § Surplus
Surplus shares can be shared either wholly or in part between the cooperative’s members based on the amount of shares they own. An interest of the same measure as for the cooperative fee is paid on the additional cooperative fee. The cooperative’s meeting will decide on the sharing of surplus shares.
8 § Cooperative meetings
Members of the cooperative use their decision-making power in the cooperative’s matters in cooperative meetings. Cooperative meetings are designated as either actual or additional cooperative meetings. An actual cooperative meeting will be held once a year at a date determined by the board and within six months after the fiscal year has ended. An additional cooperative meeting will be held when the board sees one necessary. An additional meeting will also be held if an accountant or members representing at least a tenth (10 %) of the total votes request it in written form for their cause to be processed or if a meeting is required by law. A meeting invitation will be delivered to members within 14 days of the request.
Each member has a single vote in the meeting. During the meeting a chairman, secretary and two transcript inspectors who if necessary will act as vote counters.
The member receiving the most votes in the elections will be chosen. The same goes for elections, where multiple personnel will be chosen. In the case the votes are even the election will be determined by lottery. In other cases than an election the decision will be made based on the opinion of the majority or if there is no majority, the opinion of the chairman.
The chairman of the meeting will ensure that a transcript of the meeting is kept. The record shall hold information of the decisions made in the meeting and notes of the possible votes and their results. The chairman, secretary and transcript inspectors chosen in the meeting sign the transcript. The transcript is to be made accessible for the cooperative’s members withing two weeks of the transcript. The transcript is kept in both paper and digital form for at least a year since the meeting was held. A member has the right to gain a copy of the transcript or a part of it by paying the cooperative the costs associated with the process.
9 § Matters handled in the actual cooperative meeting
After the actual meeting has appropriately gathered, the following matters are to be proceeded with:
to be presented
an action report and an action plan
a financial statement and an auditing report
to be decided on
income statement and confirming the balance
actions warranted by the surplus or loss given by the confirmed balance
admittance of freedom of responsibility for the members of the board and possible chairman during said fiscal year
the size of the joining fee
to be chosen
members of the board and chairman of the board when appropriate
when needed, an accountant and a vice accountant
10 § Invitation to cooperative meeting
The board summons the cooperative meeting together. An invitation is delivered to the members two months at the earliest and at latest two weeks before the meeting. If matters mentioned in the cooperative law section 4 article 12 are handled in the meeting the meeting invitations must be delivered at the earliest two months and at the latest one month before the meeting.
The cooperative meeting invitation is delivered to the members in written form to the address marked in the member list or an address otherwise known by the cooperative.
Matters to be handled in the meeting are mentioned in the invitation. If the meeting is about changing the cooperative’s code or matters specified in the cooperative law section 4 article 12 or the admission of new shares, additional shares or investment shares the invitation shall also mention the main contents of the decision proposal.
Section 4 article 15 of the cooperative law is to be followed when it comes to providing pre-meeting access to the meeting documents and decision proposal.
11 § The Board
The board’s term lasts for two years. The cooperative’s board consists of 2-10 members and at least two associates in addition to a chairman of the board. The board’s composition will be chosen in the actual cooperative meeting. After this the first board meeting will be called by the chairman of the board. From its members the board will choose a vice chairman, secretary and if needed, other officials.
Should a board member wish to resign in the middle of a term that member shall inform the board with a written application. The application will be processed in the next upcoming board meeting and an associate will be chosen in the resigned member’s place until the end of term.
12 § Board meetings
The chairman of the board tends to that the board convenes when necessary. The chairman summons the board, if a board member demands it. The board has quorum when over half of its members are present. A decision cannot be made unless every board member has been given a reasonable opportunity to take part in discussing the matter. If the board does not have quorum or if members of the board have not received the meeting agenda at minimum a week before the meeting the decision must be affirmed in the next meeting that has quorum.
The decision of the board will be that opinion which has received the support of at least half of those present or in the case of a draw that opinion which the chairman supports.
A transcript will be made of the board meeting which is signed by the chairman of the board and one member chosen by the board. Members of the board have a right to have their differing opinions marked down on the transcript. The transcripts are numbered sequentially and kept safe in a reliable and trustworthy manner.
13 § Mission of the board
The cooperative board represents the cooperative and leads its activities. The board furthers the interests of the cooperative and handles its business as per cooperative law and this code. The board decides how its current matters are handled under its supervision. The board also takes care that the supervision of accounting and finances is properly arranged. The board maintains a member record (5 §).
Additionally, the board’s functions include the following:
- if desired assigns and dismisses the chief executive and decides on his or her compensation and benefits
- to summon the cooperative meetings and prepare the matters handled within
- to prepare a proposal for the financial statement
- to prepare a proposal for the plan of action if warranted by losses or profits according to the confirmed balance
- to prepare a proposal for the amount of the joining fee
- to prepare an action report and an action plan
14 § Chief Executive
The cooperative may have a chief executive if it is so decreed in the cooperative meeting or by the board.
The chief executive is to further the cooperative’s interests diligently and tend to its matters as per cooperative law and this code. The chief executive is to take care of daily management in accordance with the instructions and orders given by the board. Actions that, taking into account the extent and type of the cooperative’s actions, are unusual and far-reaching can only be taken by the chief executive with the board’s authorization or if there is substantial disadvantage for the cooperative to wait for the board’s decision. In the latter case the board is to be notified of the actions as soon as possible.
The chief executive must ensure that the cooperative’s accounting is legal and the finances are arranged in a reliable way.
The chief executive has the right to represent the cooperative in the aforementioned cases that belong to his or her jurisdiction.
15 § Procuration
The trade name of the cooperative is written by the chairman of the board, the potential chief executive alone or two members of the board together. The board has a right to grant specific rights for writing the trade name. The board can also decide on granting procuration for example to an accounting firm.
16 § Fiscal year and financial statement
The fiscal year of the cooperative is the calendar year. Each fiscal year a financial statement is to be produced. The financial statement is given to the potential auditor at least a month before that meeting, in which an income statement and balance are presented for confirmation.
17 § Dissolving the cooperative, receivership and division of savings
A decision on voluntarily dissolving the cooperative and initialization of receivership is made in the cooperative meeting. The decision is legitimate if it is supported by members that have at least two thirds of the votes. Should the cooperative be dissolved its property’s savings are divided as per the cooperative meeting’s decree.
18 § Changing the code
The cooperative’s meeting will decide on changing the code. The decision is legitimate unless the law or this code decrees otherwise and if it is supported by members having at least two thirds of the votes given.