1 § NAME AND DOMICILE

The name of the Association is Suomen matkailualan liitto ry, in Swedish Resebranschens förbund i Finland rf, and its domicile is Helsinki. In international contexts, the Association may use the English name Association of Finnish Travel Industry. The abbreviation SMAL may be used for the Association’s name in national and international contexts.

2 § PURPOSE AND NATURE OF ACTIVITIES

The Association is a general coalition of companies operating in Finland that provide or mediate travel packages and other travel-related services. Its purpose is to promote the development of the travel agency and tour operator industry as well as the entire travel industry in Finland, to advocate the common interests of its members, safeguard their rights, uphold good business practices, and foster good relations and operational cooperation among its members and other travel industry companies.

To fulfill its purpose, the Association initiates proposals, negotiates, and makes agreements with member companies, travel service providers, and authorities on matters concerning the regulation of the industry and general operating conditions. It maintains contact with domestic and international travel industry organizations, and engages in training, advisory, and research activities as well as travel-related public communication activities.

3 § MEMBERS

The Association may have full members, trial members, partner members, associate members, and honorary members. Trial members, associate members, and honorary members have the right to speak but not to vote at Association meetings. Full members have voting rights in all matters except in the election of the Partner Committee, where only partner members have voting rights. In other matters, partner members have the right to speak but not to vote.

Those applying for full members of the Association must be engaged in the provision of travel packages or linked travel arrangements in accordance with the package travel legislation, or in the intermediation of travel packages or individual travel services.

If the company is not required by law to be registered in the Travel Guarantee Register maintained by the Finnish Competition and Consumer Authority, it must still be registered in the Finnish Trade Register.

All members must comply with the Association’s rules and guidelines.

An applicant for full member must apply for membership using the form addressed to the Association’s Board. The Board decides on the acceptance of members. Membership applications will be considered no earlier than one year after the applicant has been registered in the Finnish Trade Register and has one (confirmed) financial statement, unless there are justified reasons from the Association’s perspective to consider the application earlier.

If a company applying for full membership cannot be accepted as a full member because it has been registered in the Trade Register for less than one year and does not yet have a confirmed financial statement, the company may be accepted as a trial member until it meets the eligibility criteria for full membership. Trial membership lasts a maximum of two years, during which time the Board must decide whether to approve the trial member as a full member or reject the application.

The company must submit its confirmed financial statement to the Association’s office as soon as it is available and no later than two years after being accepted as trial member. Trial membership becomes effective once the first year’s membership fee has been paid, and the Board has approved the membership.

An applicant for partner member must be a Finnish legal entity that offers travel packages or linked travel arrangements as defined by the package travel legislation, but not as its main business. A foreign legal entity may also be accepted as a partner member if it offers such packages or mediates travel packages or individual travel services.

An applicant for partner member must apply for membership using the form addressed to the Association’s Board. The Board decides on the acceptance of members.

A Finnish or foreign legal entities whose membership is deemed justified by the Association may become associate members. However, an entity operating in Finland in a manner similar to a travel agency or a tour operator cannot be accepted as an associate member.

An applicant for associate member must apply for membership using the form addressed to the Association’s Board. The Board decides on the acceptance of members.

The Association’s meeting may, upon the proposal of the Association’s Board, invite a person who has rendered especially meritorious services to the Association to become an honorary member.

Acquired membership rights remain valid.

4 § MEMBERSHIP FEES

Full members, partner members, trial members, and associate members are required to pay an annual membership fee. The membership fee for full and trial members is determined based on annual turnover and the number of permanent employees in Finland.

The membership fee for full members, invoiced at the beginning of the calendar year, is determined according to an eight-tier turnover categories: category 1 companies with an annual turnover of less than €2 million, category 2 companies with a turnover of 2-4 million euros, category 3 companies with a turnover of 4-12 million euros, category 4 companies with a turnover of 12-20 million euros, category 5 covers companies with a turnover of 20-50 million euros, category 6 covers companies with a turnover of 50-80 million euros, category 7 covers companies with a turnover of 80-150 million euros, and category 8 covers companies with a turnover of more than 150 million euros.

The annual general meeting may set a maximum cap for the annual membership fee of full members.

The portion of the membership fee based on the number of employees follows the same eight-tier structure, with the per-employee fee decreasing as the turnover class increases. The highest per-employee fee applies to the lowest turnover class.

The sizes of the fee categories are confirmed annually at the Association’s autumn meeting.

The membership fee is determined on the basis of the turnover according to the last confirmed financial statements and the number of employees on January 1st of the calendar year to which the membership fee applies.

The membership fee for partner members is determined according to a classification based on the number of permanent employees, with category 1 covering companies with 1–2 employees, category 2 covering companies with 3–10 employees, and category 3 covering companies with more than 10 employees.

The amount of the partner member’s membership fee is determined annually at the Association’s autumn meeting.

Partner members may, if they wish, purchase a separate service package that includes, among other things, contractual and other legal advice. The content and price of the service package are determined annually at the Association’s autumn meeting.

Associate members pay a fixed annual membership fee, the amount of which is determined annually at the Association’s autumn meeting.

Members joining mid-year pay the fee only for the months of membership.

Only members who have paid their fees by the due date are entitled to member services.

Membership fees are confirmed annually at the Association’s meeting.

Honorary members are not required to pay membership fees.

5 § RESIGNATION FROM THE ASSOCIATION

A member who wishes to resign from the Association must notify the Board in writing through the Association’s office. The resignation shall take effect at the end of the calendar year in which the notification is given. The notification does not remove the obligation to pay membership fees for the calendar year in question.

6 § ADMINISTRATION OF THE ASSOCIATION

The operations of the Association are managed by the Board, which serves as the highest executive body. The Association has a Managing Director appointed by the Board.

The Association has a Tour Operator Committee, a Travel Services Committee, Finland Incoming Committee, and Partner Committee each of which independently deals with and prepares matters relating to its own field of activity and, if necessary, brings them to the Board for decision.

The Board may also establish additional committees and working groups as it deems necessary.

7 § BOARD

The Board consists of a president, five (5) directors, and five (5) deputy directors.

If decided by the Association’s autumn meeting, three directors and three deputy directors must represent the Tour Operator Committee, the Travel Services Committee, and the Finland Incoming Committee. In addition, the autumn meeting elects two (2) directors and two (2) deputy directors. Detailed election procedures are defined in the election rules approved by the general meeting of the Association.

Nominations for Board members must be made four weeks before the election meeting in accordance with the instructions issued by the Board.

The Board shall elect a vice-president from among its members.

The term of office of the president of the Board and the other directors and deputy directors shall be two years. The term of office shall commence at the beginning of the year following the election.

The same person may be elected as a president of the Board for a maximum of three consecutive two-year terms.

Association’s CEO, the secretary of the board, and other necessary officials may be elected from outside the Board.

8 § BOARD PROCEDURES

The Board shall convene at the invitation of the president or, if he or she is unable to do so, the vice-president. The board may also convene when at least three of its directors so request.

The Board has a quorum when the president or vice-president and at least three members are present. Decisions are made by a simple majority vote. In the event of a tie, the president has the casting vote, except in elections, where the result is determined by drawing lots.

Deputy directors have the right to attend and speak at board meetings. If a director is absent, the order of substitution among deputy directors is determined before any vote. If a director representing a committee is absent, a deputy from the same committee will substitute. For other Board members, deputies will substitute in the order in which they were elected.

9 § COMMITTEES, SUBCOMMITTEES, AND WORKING GROUPS

The full members of the Association elect three committees from among themselves at the general meeting: the Tour Operator Committee, the Travel Services Committee, and the Finland Incoming Committee. Partner members also elect their own committee. Each board consists of a chair, a vice-chair, and a maximum of eight members. The committees discuss and prepare matters related to their own fields of activity that are currently central to the Association’s operations and bring their views to the attention of the Association’s Board to support its decision-making.

Nominations for committee members must be made four weeks before the election meeting in accordance with the instructions issued by the Board.

The term of office of the chair, vice-chair and other members of the committees is two years, beginning at the start of the calendar year following their election.

The Board confirms the committees’ own rules of procedure based on their proposals and determines the election procedure for the committees and their chairs.

The composition of subcommittees and working groups is decided separately by the Board.

10 § EXECUTIVE COMMITTEE OF THE BOARD

To manage day-to-day matters, the Board shall establish an Executive Committee consisting of 3 to 4 members. The Board shall appoint a chair and a vice-chair from among these members.

11 § SIGNING ON BEHALF OF THE ASSOCIATION

The name of the Association may be signed by the president of the Board or the managing director individually, or jointly by any two directors of the Board.

12 § MEMBERS’ OBLIGATIONS

The members of the Association are obliged to comply with the rules of the Association in their activities. Members must immediately notify the Association of any changes relating to their membership eligibility. If the Board finds that a violation has occurred, it must issue a written warning to the member. If the warning is ignored and the violation is not rectified, the Board shall decide whether the member who committed the violation shall be expelled from the Association. However, the members shall be allowed to provide an explanation before any expulsion decision is made.

13 § FINANCIAL YEAR, AUDIT, AND OPERATIONAL REVIEW

The financial year of the Association is from January 1 to December 31.

The auditor and operational reviewer must submit their written statements on the financial statements and annual report presented to them no later than two weeks before the Association’s spring meeting.

14 § CONVENING ASSOCIATION MEETINGS

The Association’s meetings are convened by the Board. The meeting invitation must be delivered at least seven (7) days in advance by sending a written or electronic notice to each member at the address listed in the membership register.

15 § ASSOCIATION MEETINGS

The general meetings of the Association are held on dates determined by the Board: the spring meeting before the end of April and the autumn meeting before the end of October.

A general meeting of the Association may, if necessary, be held partially or entirely without a physical meeting place, using remote connections.

At the spring meeting, the following matters shall be addressed at minimum:

1) the Board’s activity report on the previous financial year

2) presentation of the financial statements and the reports of the auditor and the operational auditor

3) decision on the approval of the financial statements and the discharge of the Board and other accountable parties from liability

At the autumn meeting, the following matters shall be addressed at minimum:

1) approval of the activity plan and the budget for the following financial year

2) decision on the amount of annual membership fees

3) decision on the remuneration of the members of the Board

4) election of the president of the Board for the next two-year term, if the president’s term of office is coming to an end

5) election of five Board members and five deputy members for the next two-year term, if their term of office is coming to an end

6) election of the auditor and the operational auditor, as well as the deputy auditor and the deputy operational inspector, and deciding on their remuneration.

An additional meeting of the Association shall be held if the Board deems it necessary and if at least 1/10 of the Association’s full members request it to discuss a matter they have specified. The request must be submitted in writing to the Board.

Proposals to be discussed at the Association’s meeting must be submitted in writing to the Board at least three (3) weeks before the meeting, and the Board must forward them to the members together with the invitation of the meeting.

16 § VOTING RIGHTS AT UNION MEETINGS

At meetings of the Association, full members shall have one vote for each €250 membership fee paid, but after €1000, one vote for each €400 membership fee. The same principle applies to the number of votes of partner members in the election of the Partner Committee.

Each full and partner member of the Association may send a maximum of three representatives to the meetings of the Association, one of whom must be authorized to exercise the member’s voting rights. One full member is entitled to represent a maximum of three other members at the meeting of the Association by proxy.

17 § DECISION-MAKING AT ASSOCIATION MEETINGS

Decisions at meetings of the Association shall be made by a simple majority vote, unless otherwise specified in the rules of the Association. In the event of a tie, the decision shall be made by drawing lots.

18 § AMENDING THE RULES AND DISSOLVING THE ASSOCIATION

A decision to amend the rules shall be made at a meeting of the Association by a majority of at least three-quarters (3/4) of the votes cast. The invitation of the meeting shall mention the amendment of the rules or the dissolution of the Association.

A decision to dissolve the Association shall be made at two (2) consecutive meetings of the Association held at least one month apart. A proposal to dissolve the Association cannot be approved if at least one-third (1/3) of the votes cast at both meetings oppose it.

Upon dissolution of the Association, its remaining funds shall be used to promote tourism in the manner determined by the meeting that finally decides on the dissolution. If the Association is terminated, the funds shall be used for the same purpose.