Niemikoti Foundation sr Rules

1§ Name and domicile of the Foundation

The name of the Foundation is Niemikotisäätiö sr, and in Swedish Stiftelsen Uddhemmet sr. The domicile of the Foundation is Helsinki. 

2§ Purpose of the Foundation

The purpose of the Foundation, as part of the Helsinki city consortium, is to conduct social psychiatric rehabilitation work and preventive mental health work in the city of Helsinki.

3§ Forms of operation of the Foundation

The Foundation fulfills its purpose by:

1. maintaining rehabilitation units necessary for social psychiatric rehabilitation work for individuals suffering from psychological disorders,
2. maintaining leisure properties and room facilities necessary for preventive mental health work,
3. transferring, against as modest compensation as possible, its owned and managed properties and room facilities for the Foundation’s rehabilitation purposes,
4. conducting research and development activities in the field,
5. granting scholarships for studies and research.

The Foundation may engage in business activities related to its forms of operation.

The Foundation has the right to accept donations and bequests and to increase its assets in other ways. The Foundation may engage in buying, selling, owning, renting, and managing real estate, shares, and stakes for its activities.

The Foundation acts responsibly in environmental matters and in accordance with the principles of sustainable development. The Foundation aims to use energy efficiently and in a way that saves the environment.

4§ Basic capital of the Foundation

The basic capital of the Foundation is as stated in the charter (€16,818.79) and what may be added to it through donations, bequests, or otherwise. The Foundation may also have special funds if there are specific provisions associated with the use of gift and bequest assets. The Foundation’s funds, if not invested in the Foundation’s real estate, must be invested securely and profitably against full guarantee. It is the board’s responsibility to invest the funds to avoid losses due to depreciation of money value. The Foundation may sell real property for the purpose of achieving its objectives if at least 2/3 of the board members support it and the City of Helsinki has given its opinion on the matter. The Foundation’s activities must be organized according to principles of general benefit so that it does not aim to make a profit.

5§ Board 

The Foundation has a board consisting of at least three (3) and no more than eight (8) members.

The City of Helsinki decides on the number of members on the board at any given time, selects the city’s representatives and the chairman of the board, and decides on the dismissal of the chairman and other members. However, the right to dismiss does not apply to the board that has decided on an amendment to the rules. The City of Helsinki also decides on the addition of other board members if necessary.

Y-Foundation and Finfami Uusimaa ry each select one board member.

The term of office for the board is two (2) years, ending after the second annual meeting following the election of members.

The board is responsible for the administration of the Foundation and ensuring that the Foundation’s activities are properly organized for the purpose of fulfilling its mission. The board is responsible for ensuring that the Foundation’s accounting and financial management supervision is properly arranged.

6§ Right of Representation  

The Foundation’s name is signed by either the chairman of the board and the CEO each on their own or by two board members together. The board may grant a right of representation to a Foundation official alone.

7§ Managing Director / CEO

The Foundation has a Managing Director or CEO. The Managing Director / CEO is responsible for fulfilling the purpose of the Foundation and manages the Foundation’s other daily administration in accordance with the instructions and regulations given by the board. The Managing Director / CEO is responsible for ensuring that the Foundation’s accounting is lawful and financial management is reliably organized.

8§ Annual meeting 

The annual meeting of the Foundation’s board must be held annually by the end of May at the latest. Other meetings are held by the board as needed. The City of Helsinki must be notified of the annual meeting at least four weeks before the meeting. At the annual meeting:

1. the audit report is discussed, and the board’s annual report and financial statements are confirmed;
2. the members and chairman selected according to §5, if necessary, are acknowledged;
3. the auditor and deputy auditor selected according to §10, if necessary, are acknowledged;
4. the remuneration for board members and auditors is confirmed;
5. other matters mentioned in the meeting invitation are discussed.

9§ Fiscal year

The fiscal year of the Foundation is January 1 – December 31.

10§ Auditors

The Foundation has one (1) auditor and one (1) deputy auditor. If an audit firm is elected as the auditor, a deputy auditor is not selected. The auditor is selected by the City of Helsinki. The auditor’s term of office is two (2) years, ending after the second annual meeting following the election or appointment.

11§ Special audit

The City of Helsinki has the right to demand a special audit to be conducted.

12§ Remuneration

Board members may be paid reasonable meeting remuneration and the chairman of the board a reasonable annual salary, which are determined based on guidelines provided by the City of Helsinki.

13§ Group Governance

The Foundation follows the group governance guidelines currently in force given by the City of Helsinki unless it conflicts with the law or the board’s obligations. Furthermore, the Foundation takes into account in its activities the parts of the City of Helsinki’s city strategy that relate to the Foundation and its activities, any binding and other goals possibly set for the Foundation in the city budget, and the overall interest of the city consortium as defined by the city in individual cases.

14§ Right to information  

The Mayor of Helsinki, deputy mayors, and chief of staff have the right to receive all the information they need about the Foundation and its activities. The elected officials of the City of Helsinki have the right to receive information from the Foundation and to see documents they consider necessary for their duties. However, the right to access information does not extend to information and documents that would be confidential as official documents by law.

15§ Amendment of the rules 

Amending the Foundation’s rules requires that a majority of the board members support it. The City of Helsinki’s consent is required for amending the rules.

16§ Changing the purpose of the Foundation 

The purpose of the Foundation can be changed when the conditions stipulated by law are met. The consent of the City of Helsinki is required for changing the purpose of the Foundation. Changing the purpose requires that at least three-fourths (3/4) of the board members support it. If the purpose is changed because using the Foundation’s assets for the specified purpose has become impossible, significantly difficult, entirely or significantly useless, or illegal due to circumstances, a majority of the board members’ support is sufficient.

17§ Dissolution of the Foundation   

If the conditions for placing the Foundation into liquidation as mentioned in the law are met, the Foundation can be placed into liquidation and dissolved if at least two-thirds (2/3) of the board members support it. Upon the dissolution of the Foundation, its assets are to be transferred to the City of Helsinki for use in activities corresponding to the purpose of the Foundation mentioned in §2, or if that is not possible, for use in closely related purposes.

In Helsinki, December 7, 2021
NIEMIKOTI FOUNDATION