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Bylaws of the International Sauna Association

  1. General rules

Article 1

  1. The association is called International Sauna Association.
  2. After its registration which is to be effected at the registered office of the Association the abbreviation r.y. (= registered association) shall be added to the name.

Article 2

The registered office of the association is in Helsinki, Finland.

Article 3

The financial year of the association corresponds to the calendar year.

Article 4

  1. With the assistance of supporters of sauna activities in various countries the International Sauna Association shall pursue the goals of propagating the sauna and of promoting its use at global level.
  2. All measures suitable to serve this goal shall be used to pursue this goal,
    1. acceptance of the sauna definition documented in Aachen, Germany on 08-05-1999,
    2. to promote scientific studies of the sauna with aspects such as its social history, folklore, medicine, economy and technology,
    3. with special focus on the collection and compilation in archives containing the results of scientific studies
    4. to disseminate facts and results on the sauna, its characteristics and its significance for its users,
    5. to protect the sauna from adverse changes of any kind.
    1. The organization of the International Sauna Congress shall also serve this goal.
    2. The International Sauna Association has the rights to the International Sauna Congress while the host country carries out the congress.
    3. The country in charge of the congress shall be determined by the executive board after review of the applications received.
    4. The programme of the congress shall include issues of sauna research in areas such as folklore, medicine, law, business and technology.
    5. For the performance of the congress a congress committee may be established and, if required, this committee can be complemented and advised by members of the executive board of the International Sauna Association.
    6. The local organizer takes the financial responsibility for the individual congress.
    7. This organizer shall also be in charge of preparing a congress report.

Article 5

  1. All proceeds shall be used to cover the current costs. Any surplus shall be dedicated to the non profit making purpose of the Association as determined in these Bylaws.
  2. The Association shall be managed in an honorary capacity. Members must not receive any distributions or any other material benefits from the assets of the Association. Nobody is entitled to be reimbursed for expenses which do not serve the goals of the Association or to be favoured by a disproportionately high remuneration.

 

  1. Membership

Article 6

  1. The International Sauna Association consists of the following members:
    1. the founder members
    2. the joined and/or joining members
    3. the supporting members
    4. the honorary members
  2. National sauna associations which are properly constituted according to the legal system of their country of origin may become members of the International Sauna Association as founder members or as joined and/or joining members. If no national associations exist in a country, also regional associations who are properly constituted according to the legal system of their country of origin may become members. If neither national nor regional associations exist, also the responsible bodies of individual saunas and/or sauna establishments who are properly constituted according to the legal system of their country of origin may become members. Only one member is allowed for each country. If there is more than one applicant for a country or if, apart from that member, another regional association or responsible body of individual saunas and/or sauna establishments apply for membership, the executive board shall decide which of these will become and/or remain a member. The defeated applicant may become a supporting member.
  3. Founder members are those members who formed the International Sauna Association in 1977 and have been its members since then.
  4. Joined and/or joining members are those members who have joined the International Sauna Association after its formation in terms of above no. 2.
  5. Supporting members are members who support the goals of the International Sauna Association but are no founder members, joined and/or joining members. They promote the goals of the International Sauna Association in a non-material and material manner. They can be natural persons or legal bodies.
  6. Honorary members are persons who have contributed to the idea of the sauna or to sauna research in a particularly outstanding manner. They can be appointed as honorary members by the executive board.
  7. The members must pursue the same or similar goals as those mentioned in Article 4 of these Bylaws.

Article 7

  1. Admission as a member must be confirmed by a letter of the executive board which decides on the basis of the application and informs the applicant in writing of its decision. The applicant shall provide evidence of its authority and of the power of agency of the undersigned.
  2. A trial membership is allowed with three votes of the executive board (= president, vice-president and one board member) until the next meeting of the executive board. Voting by written consent in lieu of a meeting is allowed.
  3. If an application for being admitted as a member is refused, there shall be no obligation to disclose the reasons for this. The applicant shall be entitled to protest against the executive board’s decision of refusal or against the decision in favour of a different member (Art. 6, No. 2) at the next General Meeting. The decision taken at this meeting shall be final. A new application for being admitted as a member shall be allowed after the expiry of one year.

Article 8

  1. It is the duty of the members of the Association to contribute to the fulfilment of the mission of the Association as indicated in Article 4 of the Bylaws and to adhere to the resolutions of the Association and to implement these.
  2. During the term of member ship annual membership dues determined by the General Meeting are payable by March 31 of the current year at the latest. If a member joins the Association in the course of the year, the pro rata membership dues allotted to the respective months of membership of the year shall be payable. The month of entry counts as a full month.
  3. Each member in terms of Art. 6 No. 1 a, b has a seat and a right to vote at the General Meeting. Each national founder member in terms of Art. 6 Nos. 2, 3 has 10 votes and all other members in terms of Art. 6 Nos. 2, 4 have 3 votes each. Supporting members and honorary members are not entitled to vote.

Article 9

Termination of membership

  1. By withdrawal: This can be effected only at the end of a calendar year, i.e. on December 31, with three months’ notice of termination to the end of the year and must be declared by e-mail, fax or post (receipt is decisive) to the President or Vice-President.
  2. By expulsion: In the event of a violation of the Bylaws, in particular in cases of contravention of the goals and tasks of the Association the executive board may exclude the member. The member concerned may object to this decision at the next General Meeting which takes the final decision.
  3. By cancellation: This may be effected by the executive board if a member is six months in arrears with the payment of its annual membership dues in spite of a reminder.
  4. By insolvency: If insolvency proceedings have been initiated with regard to the assets of a member, the executive board may exclude the member.
  5. By expiration: If a member who is a natural person dies, his membership shall automatically expire. The same applies in the event of liquidation of a legal body or dissolution of a company.
  6. The termination of membership does not release the member from the fulfilment of its existing obligations to the Association. The entitlement to receive benefits from the Association expires with the termination of membership.
  • Bodies of the Association

Article 10

The individual bodies of the Association are:

  1. The General Meeting (Article 11)
  2. The executive board (Article 12)

Article 11

  1. The General Meeting should be convened every two years. It can take place face-to-face, hybrid or online as a video conference.
  2. An extraordinary General Meeting must be convened if the executive board decides this or if written requests by e-mail, fax or post to this effect have been received by the executive board from one fifth of the members. A General Meeting which has been requested in this way must be convened not later than three months after receipt of the request, which reaches a fifth in total.
  3. Each General Meeting shall be convened by the executive board which with the written invitation shall also announce the agenda. The invitation to the General Meeting shall be sent off not later than three months before the date of the meeting by e-mail, fax or post (franking date on the invitation is decisive). An exception from this is an extraordinary General Meeting for which the period of notice is reduced to one month. This can also take place face-to-face, hybrid or online as a video conference.
  4. The duties of the General Meeting are:
    1. Receipt of the finance and cash report and preparation of the budget
    2. Formal approval of the actions of the executive board
    3. Election of the executive board, especially the president and the vice-president, and of the auditor with a period of office of two years until year end except for the members of the executive board who are founder members (Art. 12 No. 2), re-election is allowed
    4. Determination of the membership dues
    5. Changes of the Bylaws
    6. Decision about proposals made
    7. Decision about items explicitly mentioned in the Bylaws
  5. All proposals to be dealt with at the regular General Meeting must be available to the executive board by e-mail, fax or post not later than six weeks before the date of the meeting. In the case of the extraordinary General Meeting a deadline of two weeks applies.
  6. The president or, in his absence, the Vice-President or, if he is also prevented, another member of the executive board to be elected by the board shall preside at the meeting. While dealing with the items of the agenda of “Formal approval of the actions of the executive board” and “Election of the executive board and of the auditor” a different member who is to be appointed by the meeting shall take the chair. An attendance list which is to be signed by the members or to be logged in the case of online participation, shall be prepared before the start of the General Meeting.
  7. Each General Meeting shall constitute a quorum except in the event of dissolution of the Association. Members who were not present at the meeting are bound by the decisions passed at the meeting. Decisions are passed with simple majority of the votes of the members present. In the event of equality of votes the voting shall continue until a majority is reached. For changes of the Bylaws a two-thirds majority shall be required. Abstention is in this case considered as a refusal. Transfers of voting rights to a member are allowed to a maximum of one other member with written proof.
  8. Only those members who attend the meeting or who have consented in writing to being voted for shall be entitled to be nominated for the executive board. Every member has the right to contest in the General Meeting for the election of the executive board. A prior written application by e-mail, fax or post, which is received by the president or vice-president, is sufficed, when the member is absent in the General Meeting.
  9. As a matter of principle the General Meeting shall be held in English.
  10. The minutes of the meeting are prepared in English by a person to be appointed by the executive board. The minutes must always be signed by the president or by the person who had the chair during the meeting as well as by the keeper of the minutes. The minutes shall be sent to the members within six months of the General Meeting. This may also be effected by e-mail.

Article 12

  1. The executive board consists of at least five and a maximum of twelve members:
    1. the president
    2. the vice-president
    3. further members
  2. The founder members shall be represented in the executive board by at least one person who is appointed by these members themselves with a period of office of two years until year end (Art. 11 No. 4 c).
  3. Only those persons who belong to the members mentioned in Art. 6 No. 1 a, b can be elected. With the exception of the candidates nominated by the founding members (Art. 6 No. 1 a, b), the members of the executive board to be elected by the General Meeting in accordance with Art. 11 No. 4 c of the Bylaws are to be elected in separate ballots. The person who received more than half of the valid votes cast is elected. If no one has received more than half of the valid votes cast, a run-off election is held between the two candidates who received the most votes. The person who receives the most votes in this ballot is then considered elected. If the number of votes is the same, the lot to be drawn by the head of the General Meeting decides.
  4. Members of the executive board who withdraw from the association of members during their term of office shall thereby automatically loose their seat in the executive board. A successor may be appointed by the executive board at the next meeting of the executive board for the period until the next General Meeting. At this meeting the member of the executive board is to be confirmed or a new one to be elected. A retired founder member of the executive board shall be replaced by another person appointed by the respective founder member.
  5. The executive board shall carry out the duties determined in the Bylaws and manage the assets of the Association, both material and non-material. It is accountable to the General Meeting. It is represented in and out of court by the president or vice-president holding office who have the sole right of representation.
  6. The president and the vice-president shall manage the finance of the Association. The executive board may delegate this to third parties. They shall prepare the cash-based accounting. A cash report shall be presented to the executive board and the General Meeting. The elected auditor must not be a member of the executive board. The cash audit report needs to be signed by the auditor. For each meeting of the executive board minutes shall be prepared in the English language by a keeper of the minutes determined by the executive board and shall be signed by the president and/or in his absence by his representative and the keeper of the minutes.
  7. For relief and for the processing of special questions the executive board may use an advisory committee without voting right or may form a working party within the executive board if necessary.
  8. The meetings of the executive board shall take place upon invitation by the president at least once a year. To constitute a quorum three participants are required. In the event of equality of votes the vote of the president counts double. The transfer of votes to another member of the executive board shall be allowed if written proof is provided. A maximum of one vote may be transferred. Voting by written consent in lieu of a meeting is allowed.
  9. At the request of one third of the members of the executive board a meeting of the executive board shall be convened within not later than three months.
  10. The agenda shall be determined by the president and communicated in writing by e-mail, fax or post to the members of the executive board not later than four weeks before the meeting. These are then entitled to add further items to the agenda.
  1. Liability

Article 13

For any liabilities of the International Sauna Association its assets shall be liable. Liability of the members is restricted to the due and payable membership dues.

  1. Dissolution of the Association

Article 14

  1. Only a General Meeting particularly convened for this purpose can decide on the dissolution of the Association. The meeting shall not constitute a quorum unless at least two thirds of the members are present at the meeting. If no quorum is constituted, another General Meeting with the same agenda shall be convened within eight weeks; this new meeting shall in any case constitute a quorum.
  2. A decision to dissolve the Association must be passed with a three-quarters majority of votes. The voting must take place as a secret ballot.
  3. If any assets are left over in the event of a dissolution of the Association and after all justified claims have been fulfilled, these assets shall be donated to the International Red Cross.
  1. Validity of the Bylaws

Article 15

If parts of these Bylaws are or become ineffective, this shall not affect the validity of the remaining Bylaws.

Article 16

These Bylaws were changed and approved at the General Meeting on October 1st 2022.

 

 

 

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