Bylaws of the Lifecycle Medicine and Health Promotion Foundation sr.

1 § Name and secondary identification of the foundation

The name of the foundation is Elämäntapalääketieteen ja terveyden edistämissäätiö sr.

The name of the foundation in English is Lifestyle Medicine and Health Promotion Foundation sr.

The foundation’s secondary identification is ELTE Foundation.

2 § Domicile of the foundation

The domicile of the foundation is Kuopio.

3 § Purpose of the foundation

The purpose of the foundation is to promote the evidence-based research and education of lifestyle medicine and health in Finland and Europe.

4 § Implementation of the purpose of the foundation

The foundation shall implement its purpose:
1) By supporting the promotion of lifestyle medicine and health and the development of evidence-based research and education,
2) By supporting the study and research of lifestyle medicine, medicine, public health science, nutrition science, neuroscience and epigenetics,
3) By awarding grants, prizes and scholarships,
4) By awarding travel allowances to international training, conferences or equivalent occasions or excursions,
5) By awarding grants to associations, which promote the activities consistent with the purpose of the foundation,
6) By publishing, communication and training activities,
7) By organizing and/or supporting health education or equivalent,
8) By acquiring, establishing, renting and maintaining real properties and other facilities deemed necessary by the foundation,
9) By maintaining contacts with organizations, communities and institutions or equivalent in Finland and abroad, and
10) By striving to fulfill the criteria of a non-profit foundation and to act according to said criteria.

In order to implement its purpose, the foundation may initiate new research projects and organize seminars, training sessions and lectures.

The foundation may implement its purpose also in other legal ways.
When awarding grants and prize, the board of trustees of the foundation may invite experts to assist the board; the compensations of the experts are decided by the board of trustees.

The board of trustees of the foundation may set terms and conditions to the recipients of the grants, prizes and scholarships.

5 § Capital of the foundation

A sum of fifty thousand euros (EUR50,000) has been conveyed as the starting capital of the foundation.

The foundation is entitled to receive donations and wills, organize collections and accumulate its wealth in other ways and rent out the real properties it possesses to entities promoting the foundation’s purposes. The foundation is only entitled to practice business directly linked with its activities and other business referred to in its bylaws in order to finance its activities.

6 § Board of trustees

The only purpose of the activities of the foundation and the stewardship of its assets is to implement the foundation’s purpose. The affairs of the foundation are managed and the foundation is represented by a board of trustees appointed for a term of three years and consisting of three to five (3–5) members. The term of the board of trustees starts at the end of the annual meeting. The term of the first board of trustees ends at the end of the 2021 annual meeting.

The founder of the foundation appoints the first members, first chairman and first vice-chairman of the board of trustees. After this, the board of trustees appoints its own new members. The board of trustees may appoint a foreigner as a member of the board, if necessary. The said person shall be a doctor, or one with a degree in lifestyle medicine, public health science or equivalent.

The board of trustees elects a chairman and a vice-chairman from among its members. The foundation may have a managing director.

7 § Responsibilities of the board

The responsibilities of the board of trustees are:

– Tend to the appropriate organization, management and development of the foundation’s activities
– Manage the foundation’s financial and other assets
– Decide on the foundation’s operating principles and use of income in accordance with the law on foundations and these bylaws
– Select from among its members a representative to international training, conferences and equivalent on lifestyle medicine and health promotion, and to publicize the foundation’s activities in Finland, Europe and on other continents
– Ensure that the board of trustees consists of persons with the necessary academic education to promote its purposes. To enhance their expertise, the board members may apply for the foundation’s grants, scholarships, travel allowances etc. with the same criteria as other persons to participate in training or excursions, which aim at an academic degree, advanced training or equivalent in the fields of lifestyle medicine, medicine, health science, nutrition science or equivalent.
– Hire and dismiss the foundation’s managing director and other personnel and decide on their emoluments
– Manage other duties assigned to it or duties, which due to their nature belong to it
– The code of conduct approved by the board of trustees prescribes the foundation’s employees and their duties

8 § Board of trustees meeting

The chairman or, in the absence of the chairman, the vice-chairman calls the board meeting.

The manner of calling the meeting and delivering other information to the board members is decided by the board of trustees in the first meeting of its term.

The board of trustees has a quorum when more than half of its members are present.

Decisions are made with simple majority, unless otherwise prescribed in these bylaws. If the votes are tied, the chairman’s vote decides, except in elections and other secret ballot voting, in which a lot is drawn.

Minutes shall be drawn of board meetings, indicating decisions and votings. The minutes of the meeting are signed by all board members, who were present at the meeting.

A board meeting may also be held as online meeting or phone meeting.

9 § Board members’ fees

Board members may be paid a reasonable meeting fee and a fee for other work performed for the benefit of the foundation.

10 § Annual meeting

Each year, the board of trustees convenes in an annual meeting by the end of May.

The annual meeting shall:

1) Discuss the audit report, confirm the board’s annual report and final accounts,
2) Decide on the budget for the current year,
3) Decide on the amount of the meeting fee and
4) Select an auditor and, if necessary, a deputy auditor,
5) Discuss other matters mentioned in the notice of meeting

11 § Representing the foundation

The foundation is represented by the chairman of the board of trustees and a board member jointly.

The board may authorize a person to represent the foundation alone or together with another person.

12 § Financial period and auditing

The foundation’s financial period is a calendar year. By the end of April, the board of trustees shall submit the annual report and final accounts to the auditor, who shall issue the audit report by the statutory deadline. The audit report shall therefore be issued no later than two weeks before the annual meeting referred to in paragraph 10.

13 § Submitting the annual report and notifications to the Patent and Registration Office

Certified copies of the income statement and balance sheet including appendices, balance sheet itemization, as well as annual report and audit report shall be submitted to the Patent and Registration Office within six months of the end of the financial period.

A notice to the foundation registry of the Patent and Registration Office shall be made without delay if a board member or representatives of the foundation changes.

14 § Changing the bylaws

The bylaws of the foundation may be changed if at least 2/3 of all the members of the board are in favor. Changes in the bylaws shall be confirmed by the Patent and Registration Office.

15 § Dissolving the foundation

If the foundation is dissolved, its assets shall be spent in a manner decided by the board of trustees for purposes referred to in paragraph 3 of these bylaws.

The decision on dissolving the foundation is valid, if ¾ of all the members of the board are in favor.