MaRa Regulations
I Name, domicile and purpose of the association
II Membership of the association, membership fee and provision of information
III Decision-making, administration and management of the association
IV Members’ rights and obligations
V Amendment of the rules and dissolution of the association
VI Entry into force and transitional provisions
I Name, domicile and purpose of the association
1 § Name and domicile
The association’s name is Matkailu- ja Ravintolapalvelut MaRa ry in Finnish and Turism- och Restaurangförbundet rf. in Swedish. The association is known as the Finnish Hospitality Association MaRa in English, and its domicile is Helsinki.
2 § Purpose
The association’s purpose is to act as an organisation of operators engaged in the hotel, restaurant, catering and tourism businesses. In this capacity, it shall:
1) safeguard the interests of its member companies in general and their common interests with respect to business and economic policy;
2) act as a federation of employers to safeguard the common interests of its members in employment affairs;
3) promote the industry’s general profitability, competitiveness and other operating conditions;
4) promote culture in the field; and
5) promote cooperation among its members.
The association may be a member of a central organisation for business or employer policy that advances the association’s purposes. The association is a member of the Confederation of Finnish Industries.
The association does not aim to make a profit or acquire any other direct economic benefit.
3 § Activity
In order to realise its purpose, the association shall:
1) influence economic development, legislation and public administration by making proposals and initiatives and engaging in negotiations to promote the business conditions in the industry;
2) promote entrepreneurship and sound business principles through communication and education activities;
3) make collective agreements for the industry;
4) endeavour to resolve labour disputes in a conciliatory manner and support and help its members in the event of industrial action;
5) guide and advise its members on applying the legislation concerning business activities and working conditions, and make agreements on these matters; and
6) cooperate with Finnish and international communities in the industry.
II Membership of the association, membership fee and provision of information
4 § Membership
Any sole trader or incorporated society operating in one of the sectors referred to in section 2 may become an ordinary member of the association by submitting a written application wherein they undertake to fulfil the obligations described in this section. The association’s Board must then approve the new member. All entities that were members at the end of 1997 shall retain their memberships (and are known as former members).
Each member shall belong to the association with respect to all their establishments and workplaces in Finland in the businesses referred to in section 2 of the association’s rules unless the association’s Board makes an exception for a specific establishment or workplace when the entity becomes a member or upon later application.
If a member engages in business activities, either directly or through a separate company under its control, in a sector that could be represented by the association in accordance with section 2, the association’s Board may obligate the member to join the association with respect to the said sector.
A company that operates in a sector referred to in section 2 of the rules and belongs to the same sphere of interest as a member due to its ownership, administration or actual business activities must also become a member if the association’s Board so decides.
If a member uses temporary workers from a company in a sphere of interest referred to in section 4.4, the company taking the temporary workers must also become a member with respect to this business activity.
Members of the association must have auditors. The auditor may be an auditor or audit firm approved by the local chamber of commerce or the Finland Chamber of Commerce, unless the Board grants an exemption for a special reason while also considering the provisions of the Audit Act. The entities that became members before the amended rules took effect shall retain their memberships.
Members must comply with these rules and fulfil their obligations based on the rules, agreements made by the association and decisions made in accordance with the rules. Members must also adhere to sound business principles.
If the association is a member of a political central organisation for employers, members must also comply with the decisions and agreements of the central organisation in labour market affairs.
The association’s annual general meeting may accept a proposal by the Board to make a private individual an honorary member or honorary chair of the association if they have substantially supported the association’s activities and have otherwise achieved special merit in the fields of business represented by the association.
A natural person, incorporated society or registered foundation that does not operate in a business sector referred to in section 2 of the rules may be selected as a supporting member or associated member with the Board’s acceptance.
5 § Membership fee and joining fee
Ordinary members shall pay a joining fee and an annual membership fee. A member who hires temporary workers from a company other than one referred to in section 4.5 and uses them for business activities referred to in section 2 of the rules shall also pay a membership fee for using temporary workers. The association’s annual general meeting shall decide on the amount of the joining fee and the grounds for and amount of the membership fee for one calendar year at a time. At the same time, the general meeting shall set the minimum and maximum membership fees. The membership fee for a former member who does not engage in the business activities referred to in section 2 shall be the minimum fee at the time.
The membership fee is based on the member’s total remuneration paid to employees in the previous calendar year, turnover, value added or a combination thereof. If a member acquires temporary workers from a company that is not within its sphere of interest, the membership fee payable on the basis of using temporary workers shall be determined according to the fees paid to the company that posts the temporary workers.
If a member joins midway through a calendar year, they only pay the membership fee for the months in which they are a member. If a member’s business or part thereof is transferred to another member or a party becoming a member, the membership fee of the receiving party is determined by estimating the grounds for the membership fee in the year of joining. If a member’s business is transferred to another member or a party becoming a member, and these rules oblige both the party transferring the business away and the receiving party to pay a membership fee, the membership fee shall only be charged to the member transferring their business away.
The Board shall be entitled to decide to waive or reduce the joining fee in connection with member campaigns. The Board shall also be entitled to decide on discounts to the membership fee when a new business sector or a significant part thereof joins the association at one time. Discounted membership fees may be granted for a maximum of two years.
Supporting and associated members shall be charged a membership fee. The annual general meeting confirms the amount of the fee for one calendar year at a time. The membership fees for natural persons and legal persons joining as supporting or associated members may be different amounts.
Honorary members and honorary chairs shall not be charged a membership fee.
6 § Information to be provided to the association
Members shall provide the association with the information required to calculate the membership fee by the deadline specified by the Board each year. Members shall also provide information about their companies, as defined in sections 4.2, 4.3, 4.4 and 4.5 of these rules, and their establishments, as well as any changes occurring within them and all other information required by the Board. A party joining the association must provide this information with their membership application.
If an individual member fails to provide the information required to calculate the membership fee by the stated deadline despite requests to provide it, the membership fee in accordance with section 5 shall be determined according to the Board’s estimate, although the membership fee shall not be more than 20% higher than the membership fee for the previous year.
Members shall be obliged to provide the associated or central organisation with the information they request on remuneration paid to employees and other matters related to employment relationships for the purposes referred to in section 2 and for compiling statistics. Information obtained in this way about an individual member shall be kept confidential unless the member expressly authorises disclosure.
7 § Cancelling membership
A member wishing to cancel their membership must notify the Board or its chair in writing or announce the cancellation for entry into the minutes of the general meeting. If the cancellation does not apply to all the establishments referred to in section 4.2 or the companies referred to in sections 4.3, 4.4 and 4.5 that are obliged to join the association, the Board must cancel the memberships of these companies because they no longer meet the criteria for membership specified in these rules. However, the Board may decide otherwise for specific reasons. The membership shall be deemed to end on the final day of June or December immediately after the six-month notice period.
The Board may also decide on a shorter notice period for specific reasons.
8 § Discontinuing business
If a member discontinues their business or transfers it to another party or if the business goes bankrupt, they must cancel their membership immediately.
9 § Terminating a membership
A member who has materially failed to fulfil the obligations of their membership, committed a crime or otherwise brought the association’s members into disrepute, materially neglected to pay taxes or other public levies, or significantly hindered the activities of the association or its members or on other grounds specified in the Associations Act may be dismissed from the association once the relevant party has had the opportunity to explain the matter. At the Board’s discretion, if a member is terminated, the termination shall also apply to members with a relationship to the terminated member as referred to in sections 4.2, 4.3, 4.4 and 4.5 when they no longer meet the criteria for membership.
The association’s Board shall decide on terminations and the related grounds.
10 § Membership fee when membership ends
A member who cancels their membership in accordance with section 7 or whose membership is terminated in accordance with section 8 shall be obliged to pay their fee until the membership is considered to have ended.
A member whose membership is terminated in accordance with section 9 shall be obliged to pay their fee to the association for the calendar year in which the termination takes effect.
When a member’s membership of the association ends, the member loses the rights derived from the membership. However, a former member shall be obliged to pay any fees due before the end of the membership and compensation levied thereafter.
In the event of a lapsed membership, the member shall not receive a refund of the fees paid to the association nor any share of the association's assets.
III Decision-making, administration and management of the association
11 § Association’s bodies
The general meeting has decision-making authority in the association’s affairs.
The Board, the Board’s Working Committee and the CEO, assisted by the Board, ensure that the decisions taken at the general meeting are implemented and handle the association’s affairs in accordance with the division of labour established at the meeting.
12 § General meeting
An annual general meeting is held once a year between April and November and can be held at a venue that is not in the association’s domicile.
The association’s members shall convene for an extraordinary general meeting when the general meeting so decides, the Board considers it necessary, or at least one-tenth (1/10) of the members entitled to vote send a written request to the Board for a specific purpose.
13 § Notice of the general meeting
Every member of the association shall be notified of the general meeting at least one month in advance of the meeting by post, in the association’s member communications, or in a newspaper advertisement. The notice must include the agenda of the meeting.
14 § Procedure, voting and elections at the general meeting
The chair or deputy chair of the Board or the CEO shall open the meeting. After that, the proceedings shall be chaired by the person elected to the role by the members and representatives in attendance, if necessary, according to the headcount.
Each member may cast one vote for every one hundred and seventy (170) euros paid by the member in their most recent membership fee charged according to the rules.
Voting may also take place by power of attorney.
Decisions shall be taken by a simple majority of votes unless a qualified majority is required under these rules. If the votes in an election are tied, the outcome shall be decided by drawing lots. In other matters, the chair shall have the casting vote.
An open ballot system shall be used. However, secret ballots shall be used for elections if one of the members or representatives so requests or the chair so decides.
A decision to withdraw from the Confederation of Finnish Industries must be supported by 2/3 of the votes cast at a general meeting.
A decision to appoint an honorary member or honorary chair must be supported by 3/4 of the votes cast at an annual general meeting.
Supporting and associated members are entitled to speak at general meetings. A society admitted as a supporting or associated member may nominate one representative to speak at the general meeting.
Honorary members and honorary chairs are entitled to speak at general meetings.
15 § Matters to be addressed at general meetings
The following matters shall be addressed at annual general meetings:
1) Presenting the Board’s report of the association’s activities over the preceding calendar year, the financial statements for the preceding calendar year, and the auditors’ statement;
2) Adopting the financial statements for the preceding year and discharging the relevant parties from liability;
3) Deciding on the measures necessary in light of the activities of the Board and CEO in the preceding calendar year and the account issued for them;
4) Adopting the operating plan and budget, and deciding on the membership and joining fees payable to the association;
5) Deciding on the remuneration payable to Board members and auditors;
6) Confirming the number of Board members;
7) Deciding on the Board’s chair, deputy chair and members based on the Election Committee’s proposal or, if necessary, electing the Board’s chair, two deputy chairs and other elected members in accordance with section 18 of the rules;
8) Deciding whether to establish an Election Committee and electing its members;
9) Deciding whether to appoint honorary members and honorary chairs; and
10) Electing two (2) auditors and two (2) deputy auditors to audit the administration and accounts for the following year. At least one of the regular auditors and their deputy must be auditors or audit firms holding the KHT qualification, which entitles them to audit public interest entities.
In addition, the other business stated in the agenda shall be addressed at the annual general meeting.
Extraordinary general meetings shall only cover the matters stated in the notice of the meeting.
A member of the association who would like a matter to be addressed at the annual general meeting should notify the Board in writing at least six weeks before the meeting, and the matter shall be mentioned in the notice of the meeting.
16 § Minutes of the meeting
Minutes shall be taken at the general meeting, including notes of any proposals and decisions made. The minutes shall be signed by the chair and secretary of the meeting and scrutinised by the two parties appointed to review the minutes at the meeting.
17 § Language of the meeting
Attendees at annual meetings and Board meetings may choose to use Finnish or Swedish. Statements and proposals shall be recorded in the minutes in the language used to present them.
18 § Association’s Board
The Board shall consist of a chair, two deputy chairs, and at least twelve (12) and at most twenty-seven (27) other ordinary members, as decided at the general meeting. A personal deputy shall be elected for each elected member.
The term of office of a chair, deputy chair or member of the Board shall be one calendar year. The term of office of a deputy member shall be the same as that of the relevant ordinary member.
The only parties eligible for election to the Board and to work on the Board are entrepreneurs who are members of the association or members of incorporated societies or their Boards of Directors, CEOs, or other senior managers.
The ordinary and deputy members of the Board should be elected from companies of different sizes and types in the industry in proportion to their significance.
19 § Board meetings
The Board shall convene at the invitation of the chair, one of the deputy chairs or the CEO, or if three members of the Board request a meeting. The meeting shall have a quorum when at least half its members, including the chair or either of the deputy chairs, are present.
20 § Meeting procedure
The Board shall address matters under the leadership of the chair or, if the chair is unavailable or disqualified from handling a specific matter, either of the deputy chairs. Matters shall be addressed in compliance with the applicable aspects of the procedure observed in general meetings, although voting shall be conducted according to the number of people in attendance.
Decisions concerning the industrial action referred to in sections 29 or 30 must be supported by 2/3 of the Board members in a secret ballot.
Decisions to sell, exchange or mortgage the association’s assets must be supported by 3/4 of the Board members.
Minutes shall be taken at Board meetings.
21 § Responsibilities of the Board
The Board’s responsibilities include:
taking all the measures necessary to realise the association’s purpose;
promoting the acquisition of new members and processing and resolving membership applications;
accepting collective agreements;
working with the CEO to manage and account for the association’s assets and taking responsibility for them and submitting the financial statements and annual report to the auditors;
convening the general meeting and preparing the matters to be addressed at the meeting;
submitting a report to the general meeting on the association’s activities in the preceding calendar year;
preparing an estimate of the association’s income and expenditure in the following calendar year and submitting it to the general meeting;
ensuring the implementation of the decisions taken at the general meeting;
monitoring compliance with these rules, the Board’s decisions based on the rules, and agreements concluded by the association, and deciding on the measures required in response to a breach of these rules, decisions or agreements;
deciding on the recruitment and dismissal of the CEO, deputy CEO or substitute CEO and other personnel in management positions in the association;
appointing commissions, working groups and the committees that are not elected by the general meeting under these rules;
deciding on the association’s representatives in the Board of the Confederation of Finnish Industries;
addressing conflicts in the workplace and deciding on the measures they necessitate;
deciding whether to accept new members, and dismissing members who do not comply with the association’s decisions or who otherwise act contrary to the association’s purpose, fail to fulfil the obligation to join the association described in section 4.2, 4.3, 4.4 or 4.5 of the rules, neglect their duty of disclosure under section 6, or fail to pay the fees decided upon by the association, or whom the association is entitled to dismiss based on the law or these rules;
deciding to sell, exchange and mortgage the association’s assets;
deciding on supporting and associated members; and
proposing to the general meeting the appointment of honorary members and honorary chairs.
The Board may also appoint a committee to promote healthy business principles and prepare disciplinary matters.
22 § Board’s Working Committee
The Board’s Working Committee shall consist of the chair, deputy chairs and at most nine (9) other Board members elected from among their total number. The Board shall elect a deputy member for each ordinary member. The Working Committee shall act as the Election Committee if such a committee has not been elected. The Board shall determine the Working Committee’s other duties.
The members of the Working Committee should be elected from companies of different sizes and types in the industry in proportion to their significance.
The Working Committee shall have a quorum when more than half of its members are present.
23 § Election Committee
If the general meeting decides to appoint an Election Committee, it shall have nine members. The term of office of the members shall be three years. Every year, three of them shall step down and cannot be immediately re-elected. In the committee’s first two years of operation, the members required to step down shall be decided upon by drawing lots. The committee shall elect a chair from among its members. The Election Committee shall have a quorum when the chair or deputy chair and at least half of the members are present.
The Election Committee shall be responsible for:
making a proposal to the general meeting on the number of Board members, the chair of the Board, the deputy chair, the ordinary and deputy members of the Board, two auditors and two deputy auditors;
making a proposal to the general meeting on the representatives and deputy representatives for the association to elect to the body of representatives at the Confederation of Finnish Industries;
making a proposal to the Board on the representatives and deputy representatives for the association to elect to the Board of the Confederation of Finnish Industries; and
making a proposal to the general meeting on the election of the members of the Election Committee to replace those who are due to step down and those who have resigned midway through their term of office.
When preparing a proposal, the Election Committee shall ensure that the proposal as a whole meets the equality requirements with respect to the different sizes and types of members in the association and their significance.
24 § CEO
The CEO is responsible for the association’s day-to-day administration in line with the instructions and orders of the Board; and
preparing matters to be raised at general meetings and meetings of the Board, Working Committee and Election Committee, and ensuring that their decisions are implemented;
managing the association’s office and organising its work;
assisting the Board in managing and accounting for the association’s assets; and
recruiting and dismissing the association’s personnel, except those in managerial positions, and determining the terms of employment.
The CEO’s deputy shall be the Deputy CEO.
25 § Signing on behalf of the association
The Board’s chair and deputy chairs, the CEO, the Deputy CEO, and the Board’s appointed personnel may sign for the company when two of them act jointly.
26 § Association’s accounts
The association’s financial period shall be the calendar year.
The financial statements and annual report must be submitted to the auditors by 15 March.
The auditors’ statement must be submitted to the Board no later than two weeks before the general meeting.
IV Members’ rights and obligations
27 § Oversight of operating conditions
Companies accepted as members of the association must arrange their businesses, working conditions and employment relationships in line with the prevailing legislation, the agreements binding on the association’s members, and the association’s decisions.
Representatives of the association shall be entitled to inquire into compliance with the obligations on which membership is based and the working conditions in member companies.
28 § Making agreements
When entering into agreements, a member must not deviate from the generally accepted principle for employers, which, if disregarded, would be liable to undermine the position of employers.
Members must not conclude collective agreements with their employees without the Board’s authorisation.
29 § Warning of a strike or other industrial action
If a member company is threatened with a strike, the member must immediately notify the association’s Board, which must take the necessary action. The provisions included here regarding strikes shall also apply to boycotts and other industrial action.
If a strike takes place within a company, the association must be notified without delay. The member shall also provide the association with all the information it requests about the strike.
The association must notify the Confederation of Finnish Industries of strike warnings and ongoing strikes without delay. The provisions included here regarding strikes shall also apply to boycotts and other industrial action.
30 § Industrial action instigated by a member or the association
The Board may authorise a member to instigate industrial action. The request shall be submitted in writing and must state the action and intended scope of the industrial action. The Board may decide on a lockout or other industrial action and the scope thereof. If the association union intends to embark on a lockout, it must obtain permission from the Confederation of Finnish Industries.
31 § Prohibition on recruiting striking or locked-out employees
During industrial action, no member of the association shall use employees from another employer’s company who are taking industrial action or are locked out from work.
32 § Sanctions for contravention of the rules, decisions and generally accepted principles, and compensation payable to the association
If a member intentionally breaks these rules, contravenes decisions made in accordance with the procedure specified in the rules, commits a criminal offence or otherwise brings the association’s members into disrepute due to their business practices, or violates generally accepted business or employer principles in a way that is liable to hinder the association’s activities or harm the position of businesses and employers, the member may be obligated to compensate the association. The compensation may be no more than five times the most recently adopted membership fee.
The amount of compensation shall be set by an arbitration committee to which the association’s Board and the member concerned shall each elect one member. The elected parties shall then invite a third member to chair the committee. If the arbitrators cannot agree on a chair, the chair shall be selected by an impartial person appointed by the Finland Chamber of Commerce. The appointed person may also elect an arbitrator on behalf of a member, unless the appointment is completed and announced within one week of inviting the member to do so. Otherwise, the applicable provisions on arbitration shall apply.
The association may also initiate the compensation procedure or complete an ongoing procedure against a member whose membership has ended.
Before the Board can decide to initiate the compensation procedure and issue its grounds for the decision, the party concerned must have the opportunity to explain themselves.
V Amendment of the rules and dissolution of the association
33 § Amendment of the rules and dissolution of the association
These rules may be amended at the general meeting if the amendment is supported by at least three-quarters (3/4) of the votes cast at the meeting.
A proposal to dissolve the association shall be deemed accepted if the proposal is supported by at least three-quarters (3/4) of the votes cast at two consecutive general meetings held at least six months apart.
If the association is dissolved or discontinued, its assets must be used to further the goals of the association’s activities in the manner decided upon at the final general meeting.
VI Entry into force and transitional provisions
34 § Entry into force and transitional provisions
The transition to compliance with these rules shall take place on 1 January 1998.
The number of members of the association’s Board will be confirmed, and the election of the Board’s chair, two deputy chairs and members, the appointment of the Board’s Working Committee and the election of the auditors will be conducted in accordance with these rules for the first time in 1998 when the members of the Board are elected for the 1999–2001 term, when the members of the Working Committee are appointed for the same term, and when the auditors are elected for 1999.
The procedure described in section 18.2 of these rules for Board members to step down shall be used for the first two years of the Board’s operation by drawing lots.
However, the association’s autumn 1997 meeting shall comply with the provisions of section 5 of these rules on joining fees and membership fees when setting the membership fee to be charged in 1998, elect the association’s representatives in the body of representatives at the Confederation of Finnish Industries as referred to in section 15.1.8 of these rules, decide whether to appoint an Election Committee as referred to in section 15.1.9 of these rules, and elect the necessary members as described in section 23 of these rules.
The name of the association, as stated in these rules, shall be adopted on 1 May 2007. Until that date, the association shall be known as Suomen Hotelli- ja Ravintolaliitto SHR ry., Finlands Hotell- och Restaurangförbundet FHR rf.