Statutes of the Foundation
1 § Name and domicile of the Foundation
The Foundation’s Finnish name is Frame-säätiö sr, its Swedish name is Frame Stiftelsen sr and its English name is Frame Foundation sr, and it is domiciled in Helsinki.
2 § Purpose
The purpose of the Foundation is to enhance the position of Finnish visual art, especially contemporary art, and to promote international collaboration and interaction between Finnish and international professionals and institutions in the field of visual art, especially contemporary art.
3 § The Foundation’s for of operations
The Foundation’s for of operations are:
- supporting and administering, alone or in collaboration with other bodies, international collaboration in the visual arts and especially contemporary art, including by using the funds allocated to the Foundation by the Ministry of Education and Culture or other ministries or bodies,
- supporting the export of visual arts, in particular contemporary art,
- supporting the internationalisation of artists,
- acting as an information centre for the sector and compiling, recording, preserving and
- distributing information about the various disciplines of visual arts, in particular contemporary art,
- supporting the participation of Finnish actors in international cooperation,
- supporting residencies abroad and in Finland,
- promoting international interaction by organising expert visits, seminars and other events in the field, and
- presenting in Finland current international practices and phenomena and development trends that are important for visual art, and especially contemporary art.
- distributing state subsidies when delegated to it by the Ministry of Education and Culture in the form of grants for international projects in the visual arts, especially contemporary art.
- engaging in publishing
- commissioning and producing Finnish exhibitions at the Venice Art Biennale
4 § Initial capital
The initial capital of the Foundation is 80 000 euros.
The Foundation is entitled to receive donations, bequests and grants and to raise funds and acquire rights and to enter into commitments in any other manner permitted by the Foundation Act in order to achieve its purpose.
5 § Foundation’s executive bodies
The Foundation’s executive bodies are the Board of Directors and the Executive Director, if the Board of Directors decides to appoint one.
6 § Composition and term of office of the Foundation’s Board
The Board of the Foundation shall consist of at least five (5) and no more than seven (7) full members chosen by the Ministry of Education and Culture for a three-year term of office. The members must have a good knowledge of the Foundation’s field of activity.
A member of the Board may be elected for a maximum of two consecutive terms of office.
The Governing Board shall elect a Chairperson and a Vice-Chairperson from among its members for their term of office.
7 § The Board’s duties
The Board’s duty is to see to it that the Foundation’s financial management is arranged in a reliable manner. The Board’s duty is to approve the principles of financial management, to check that it is kept up to date, and to create appropriate systems for monitoring investments.
The Board is responsible for ensuring that the Foundation has an appropriate investment strategy and appropriate control systems to ensure compliance with that strategy. If the Foundation has a Managing Director as referred to in these rules, they are responsible for day-to-day management of the investment activities. The Foundation’s investment activities and financial management have to be systematic and funds have to be invested in a reliable way that generates revenue.
The Board convenes for its Annual General Meeting once a year by the end of March at the latest.
The purpose of the meeting is to:
1) each year to approve the Foundation’s annual report and financial statement for
the previous financial year,
2) each year to approve the Foundation’s budget and plan of action;
3) to choose an external auditor and deputy auditor, and
4) decide on any other matters specified in the invitation to the meeting.
The Board approves the Foundation’s budget and action plan for the following financial year in a meeting held by the end of October at the latest.
The Governing Board may appoint an International Advisory Board to further the purpose of the Foundation.
The Governing Board may, if necessary, call upon experts to assist it in carrying out its tasks under the Statutes of the Foundation.
8 § Convening Board meetings and quorum
The Board is convened by invitation of the Chair or in the Chair’s absence by the Deputy Chair.
Invitations to the Meeting are to be sent to all members by letter or e-mail at least six (6) days before the Meeting.
The Board is quorate when more than half of the Board’s members including the Chair or Deputy Chair are present. Resolutions are to be decided by a simple majority of the votes, unless these Rules or the Foundations Act stipulates otherwise. In the event of a tied vote, the Chair will have the casting vote, except in elections when it will be done by drawing lots.
9 § Minutes
Minutes shall be taken of the meetings of the Board, indicating the members present, the decisions taken and the votes cast. The minutes shall be numbered consecutively and stored in a reliable manner. The minutes shall be signed by the chairman of the meeting and at least one member elected at the meeting.
10 § Executive Director
The Foundation may have an Executive Director, who shall be appointed and dismissed by the Board. The Executive Director shall be responsible for the day-to-day administration of the Foundation in accordance with the instructions and provisions laid down by the Board.
The Executive Director shall be responsible for ensuring that the Foundation’s accounts comply with the law and that its financial management is soundly organised.
The Executive Director shall provide the Board and its members with the information necessary for the performance of the Board’s duties.
The Executive Director may take unusual or far-reaching measures, taking into account the scope and nature of the Foundation’s activities, only if he/she has been authorised to do so by the Board or if a decision by the Board cannot be expected without causing substantial damage to the Foundation’s activities. In the latter case, the Board shall be informed as soon as possible.
The Executive Director shall be responsible for recruiting and dismissing the necessary staff and other employees in accordance with the budget adopted and the decisions of the Board, and shall direct and supervise their work. The rules of procedure adopted by the Governing Board shall lay down in detail the qualifications, titles, duties and powers of the members of staff.
11 § Representing the Foundation
The Foundation shall be represented either by the Chairman of the Board or by the Executive Director alone.
12 § Financial period
The financial year of the Foundation is the calendar year.
The financial statements and the report on the activities of the Foundation for the previous year shall be submitted by the end of February. The financial statements shall be signed by the members of the Board and the Executive Director. The auditor shall submit their written audit report to the Foundation’s Board no later than two weeks before the Board’s Annual General Meeting.
13 § Remuneration
Remuneration may be paid to the members of the Board. The Ministry of Education and Culture shall approve the criteria for remuneration.
14 § Delegation of the Foundation
14.1. Composition and term of office of the Foundation’s delegation
The Foundation’s delegation shall consist of thirteen (13) members elected by the founders for a three-year term of office at a time.) The Delegation shall also include up to seven (7) other members related to the Foundation’s field of activity.
The cities of Espoo, Helsinki, Lahti, Oulu, Oulu, Tampere, Turku and Vantaa, the Finnish Academy of Arts – Finlands konstakademi, Stiftelsen Pro Artibus and the Finnish Art Association shall each appoint one member to the delegation. Of the founding members, the Finnish Artists’ Association shall appoint three members. Every three years before 1 April, the above-mentioned founding members shall notify the Foundation of the members they have appointed. In the event of failure to notify the nominations, the election shall be made by the delegation. The term of office of the appointed members shall begin on 1 May of the year of appointment and shall end on 30 April of the three-year period. If a vacancy occurs during the term of office of a member of the delegation, a new member shall be appointed for the remainder of his term of office in accordance with the procedure laid down above.
The Delegation, the Board and the Executive Director shall draw up a proposal to expand the composition of the Delegation to cover the sector both in terms of content and nationally. The Foundation shall invite these parties to nominate a representative to the delegation. The invited parties must inform the Foundation before 1 April of their nominations. In the event of failure to notify the nominations, the election will be made by the delegation. The term of office of the appointed members shall begin on the first day of May of the year of appointment and shall end on 30 April of the year three years later. If a vacancy occurs during the term of office of a member of the delegation, a new member shall be appointed for the remainder of his term of office in accordance with the procedure laid down above.
The delegation shall elect a chairman and a vice-chairman from among its members for the duration of the delegation’s term of office.
14.2. Tasks of the delegation
The tasks of the delegation are:
- to maintain, create and develop community relations that support the purpose of the Foundation’s activities,
- strengthen the Foundation’s stakeholder activities
- to inform the founding members of the Foundation about the Foundation’s activities
- to inform the Foundation about the activities of its members
- Developing the Foundation’s fundraising and financial base
- to analyse the Foundation’s guidelines, values, strategic orientations and use of resources
- to take account of changes in the Foundation’s environment
14.3. Convening and quorum of the Governing Board
The Delegation shall meet in ordinary session once a year at the invitation of the Chairperson or, in his/her absence, of the Vice-Chairperson. An extraordinary meeting may be held at the request of the Foundation’s Governing Board or when at least half of the members of the delegation request it to discuss a matter which they have notified.
Notice of the meeting of the delegation shall be sent to all members by e-mail at least two weeks before the meeting.
The quorum shall be constituted when more than half of the members of the delegation, including the chairperson or vice-chairperson, are present.
Minutes shall be taken of the meetings of the delegation, indicating the members present, the decisions taken and the votes cast. The minutes shall be numbered consecutively and kept in a reliable manner. The minutes shall be signed by the chairman of the meeting and one member elected at the meeting.
14.4. Ordinary meeting of the delegation
At the ordinary meeting of the Delegation, held in September each year;
- the report of the Governing Board and the accounts of the Foundation for the previous financial year are presented,
- present the programme of activities for the current and the following year,
- present an overview of international events in the field of visual arts, in particular contemporary art, which are relevant to the Foundation’s activities, and of other factors which have a significant impact on the operating environment,
- identify the nominees for the triennial election of the members of the delegation and, if necessary, elect the members of the delegation; and
- deal with any other business referred to at the meeting.
In addition to the ordinary meeting, the delegation may meet annually for a so-called thematic meeting.
15 § Submitting an annual report and statement of accounts to the Patent and Registration Office (PRH)
The annual report and its annexes must be submitted to the Patent and Registration Office within six months of the end of the financial year.
Any change in the members of the Board and the signatories shall be notified without delay to the Register of Foundations of the Patent and Registration Office.
16 § Amendment of the Statutes and dissolution of the Foundation
The statutes of the Foundation may be amended if at least 2/3 of all members of the Board are in favour.
The amendment of the statutes must be approved by the Ministry of Education and Culture and then confirmed by the National Board of Patents and Registration.
The decision to dissolve the Foundation is taken in the same order. If the foundation is dissolved or wound up, the assets of the foundation are used for a purpose close to the purpose of the foundation as determined by the board.
Frame Foundation Board of Directors 27.5.2019