FEX Executive Search Firms’ Association Rules

1 § NAME AND DOMICILE

The name of the Association is FEX Suorahakuyhdistys ry, later referred to as Association. The Association can also use only the abbreviation FEX of itself.

In international context the English name of the Association is The Finnish Executive Search Firms´ Association FEX. The domicile of the Association is Helsinki and domain is the whole of Finland.

2 § PURPOSE

The Association membership forms of management consulting companies permanently operating in Finland and specialised in executive search. The Association’s purpose, without intending direct economic benefit for the members, is:

develop, promote and supervise the companies’ activity in the industry
sustain relationships with public officials preparing and enforcing legislation
sustain relationships with media and other associations and societies in the economy
contribute for the development of professional practices in executive search
supervise the professional benefits of the membership and promote appreciation for the industry
act as a link between the members to exchange experience and deepen professional expertise
exchanges information and experience on international level with other professional companies and associations in the industry

3 § Modes of operation

To carry out its purpose the Association will organise conference and training events regarding executive search. It can take part in research and publication activity, issue statements and make proposals to officials and other relevant parties regarding the executive search industry.

The Association can sustain relationships and become a member with domestic and international Associations, whose operational purposes and modes promote the purposes of FEX. The Association shall have a FEX Executive Search Firms’ Association Operation guideline drafted by the board and accepted by the member council.

The Association can grant stipends and scholarships for research and publicity campaigns, which focus on management consulting and professional executive recruitment.

The Association has the right to receive donations and wills and to own real estate and movable property.

4 § MEMBERSHIP

The board of the Association can approve a professional service firm with good stature as a member, of whose turnover at least ¾ consists of executive search, or a separate business unit, whose operations fulfil the membership criteria in every aspect.

The membership conditions require that the company or unit has been in the industry at least 3 years. If the applicant company’s persons in charge have at least 3 years of experience from the field, this mentioned time can be shortened.

Company applying for membership has to prove that it has sufficient premises for professional executive search, skilled personnel and documented, up-to-date process descriptions.

Membership applicant has to give a report of financial condition to the board of Association upon request
The membership applicant company needs to be presented with the Association’s rules and operational principles and guidelines regarding good professional executive search methods. The accepted applicant will commit to these rules, principles and guidelines.

The member’s rights, duties and potential sanctions have been separately mentioned at the section 13. of these rules.

Symbols of the Association

The Association’s member companies and their consultants have the right to use the symbols of FEX Finnish Executive Search Firms’ Association in their printed and electronic communication.

Resigning from the Association

The member wishing to resign from the Association has to notify the board in a written form.

Dismissal from the Association

The board can dismiss a member, who has neglected the obligations, which it committed to when joining the Association.

Dismissal can take place, if a member company has repeatedly acted against legislation, Association’s rules, FEX Finnish Executive Search Firms’ Association’s operational guidelines or the ethical code regarding the industry.

The resigned or dismissed member loses the right to use the Association’s symbols. Before dismissal decision has been made, the member has a right to give an explanation regarding the issue and a possibility to bring the dismissal decision for Association general meeting within a month.

5 § MEMBERSHIP FEE

The size of joining and annual fee collected from the members is decided by the annual meeting. The member, who has not paid the previous year’s membership fee, can be dismissed after warning from the Association by the board’s decision. The already paid fee of either resigned or dismissed member will not be returned.

6 § ORGANISATION

The decision making power in the Association belongs to general meeting, and the board manages its governance and administration.

The board can select an ethical commission for the Association, in which one seat is reserved for an outside professional.

The board can set work groups and advisory boards, name representatives and if necessary recruit officers for the Association.

7 § ASSOCIATION GENERAL MEETINGS

The Association annual meeting is held every year on the day decided by the board, before the end of March.

An auxiliary meeting of the Association can be held, if needed, by the invitation of the board, or if at least 1/10 of people entitled to vote demand it. The meeting has to be held within 30 days of presenting the demand.

Every member has one vote at the Association’s meetings. Decisions are made with simple vote majority. If elections end up in a tie, the result will be decided with a lot, but in other matters that Chairman’s opinion finalises the decision.

8 § INVITATION TO MEETING

The board invites members to statutory and auxiliary meetings by email to the address given by the member at least fourteen (14) days before the Association meeting. The invitation has to include matters processed at the meeting.

Members’ proposals to the meeting have to be given to the board in writing at least ten (10) days before the meeting.

9 § ISSUES PROCESSED AT ANNUAL MEETING

The Association annual meeting shall process the following issues:

Opening of the meeting
Choosing of chairman for the meeting, secretary, two protocol inspectors and when necessary two vote tellers
Stating the legitimacy and quorum of the meeting
Accepting the procedure for the meeting
Presenting the financial statement, annual report and auditor’s report
Approving the financial statement and giving discharge for the board and other answerable persons
Approving strategy, income and expenditure estimate and size of membership fee
Choosing chairman and other members of the board
Choosing one auditor and personal substitute for him/her
Processing other issues potentially mentioned at the meeting invitation

10 § THE BOARD

The Association management is administered by the board, which consists of the chairman chosen at the annual meeting, and at least three (3) and at most five (5) members.

The board’s tenure is the time between annual meetings. The board names the secretary, treasurer and other officers from among itself.

The board assembles by the invitation of the chairman, or if at least one board member so requires.
The board is quorate, if at least half of its members are present. Issue is solved with simple majority vote. In case of a tie, the chairman’s opinion is decisive.

The duty of the board is:

Invite the Association’s meetings and prepare the processed issues at the meetings
Implement the decisions of the Association’s meetings
Manage the Association’s finances and other properties
Process membership applications and dismissal cases and maintain a list of members
Represent the Association regarding the members and outsiders
Make engagements on behalf of the Association and act as the person responsible for the Association
Sustain the Association’s policies and guidelines
Answer to Association’s accounting and draft financial statements
Draft proposals for income and expenditure estimate and strategy as part of operational policies and guidelines
Manage Association’s communication and publication operations
Sustain relationships with domestic and international associations of the industry
Recruit the necessary officers and agree on their salaries or commissions

11 § ASSOCIATION’S SIGNATURE

The Association signature is signed by two board members together, of which at least the other has to be either chairman or treasurer. The board can entitle its officer to undersign his/her name alone on behalf of the Association.

12 § FISCAL YEAR

The Association’s fiscal year is the calendar year. The financial statement with necessary documents and the annual report has to be given to the auditor at least two (2) weeks before the annual meeting. The auditor has to give his written report at least one week before the annual meeting.

13 § MEMBER’S RESPONSIBILITIES

The member’s duty is to promote the Association goals with his/her actions. The member shall observe the policies and guidelines of good professional practice, such as maintain confidentiality, respect signed contracts and aim for objectivity in all his/her statements.

The member company’s management controls and supervises its personnel in such a way, that it acknowledges and meets the ethical and other generally good operational criteria in their work.
In case the member company business goes through relevant changes in content, which reduce the relative share of executive search, the member is responsible to report on these changes to the board of the Association.

The member company reports a contact person to the Association and is responsible for notifying the Association board immediately upon changing the contact person.

14 § CHANGING OF RULES AND DISMANTLING THE ASSOCIATION

The decision on changing rules or dismantling the Association has to be done at Association’s general meeting with at least ¾ vote majority. The meeting invitation has to mention the changing of rules or dismantling the Association.

In case the Association is dismantled, the Association’s finances have to be used for research promoting management and organisational analysis. The meeting invitation has to mention dismantling the Association.