Rules of the for Foundation Children’s Hospital and Research Institute Nadija sr.

1 § Name and Registered Office

The foundation’s name is Nadija Lasten Sairaalan ja Tutkimuslaitoksen Säätiö sr, in Swedish Stiftelsen för Barnens Sjukhus och Forskningsinstitut Nadija sr and in English Foundation for Children’s Hospital and Research Institute Nadija sr. The foundation’s registered office is Helsinki, Finland.

2 § Purpose of the Foundation

The purpose of the foundation is to promote and support psychiatric and somatic care and research within paediatric medicine for war-affected and traumatised children.

3 § Activities of the Foundation

The foundation may carry out its purpose by

The foundation may carry out its purpose by performing activities on its own or through companies owned in whole or in part by the foundation, in cooperation with other organisations or foundations, or through donations. To fund the activities of the foundation, the foundation may also conduct other business operations, on its own or through companies owned in whole or in part by the foundation.

4 § Administration of the Foundation

The management of the foundation consists of the Board of Directors and the Managing Director (if appointed). The foundation also has a Delegation (non-statutory organ). The foundation’s operational organ is the Board of Directors, which manages the foundation and is responsible for organising the foundation’s activity in a manner appropriate for carrying out the foundation’s purpose. The Board of Directors is responsible for ensuring proper supervision of the foundation’s accounting and fund management. The Managing Director (if appointed) supervises the implementation of the foundation’s purpose and manages other daily administrative tasks in compliance with the guidelines and orders given by the Board of Directors (general competence of the managing director). The Managing Director is responsible for ensuring that the foundation’s accounting abides with the law and asset management is organised in a reliable manner. The Managing Director must provide the Board of Directors and its members information that is necessary for the management of the Board’s tasks.

The Delegation promotes and supports the fulfilment of the foundation’s purpose by serving as an advisory body to the Board of Directors in matters pertaining to the development of the foundation’s operations and finances. The Delegation shall also be heard prior to assigning or mortgaging any major asset item, amending the foundation’s rules, merging the foundation with another foundation, or dissolving the foundation.

The Delegation shall elect and dismiss the members of the Board of Directors and the auditor(s). The Delegation shall hear the Board of Directors prior to electing or dismissing members of the Board of Directors or auditor(s).

5 § Composition and Term of the Board of Directors

The Board of Directors shall comprise a minimum of five and a maximum of nine members. The members of the Board of Directors shall be elected by the foundation’s Delegation. The chairperson of the Board shall be elected yearly by the Delegation.

The term of the members of the Board of Directors is three years, except for the term of the first Board of Directors. The term of the members of the Board of Directors starts at the end of the Delegation’s spring meeting that has resolved on the election, and expires at the end of the Delegation’s spring meeting that is held at the expiry of the term. Approximately one-third of the members of the Board of Directors are in turn to resign each year. A member of the Board of Directors may be re-elected for up to two successive terms, and therefore, there may be up to three successive terms in total.

The founders of the foundation elect the members to the first Board of Directors. The term of one-third of the members of the first Board of Directors, or whatever is closest to one-third, is five years, the term of the second third is four years and the term of the last third is three years.

6 § Composition and Term of the Delegation

The foundation’s Delegation shall comprise a minimum of four and a maximum of six members. Each founder, or it’s legal successor, has the right to nominate one member of the Delegation. The chairperson of the Delegation shall be elected yearly within the Delegation.

If a founder fails to nominate a new member of the Delegation at the latest two months prior to the end of the previous member’s term, or if a founder ceases to exist, the Delegation may elect a new member for the next term.

Legal persons, minors, or persons for whom a trustee has been named, whose competency is limited or who have been declared bankrupt cannot be elected to the Delegation (qualification).

The term of the members of the Delegation is two years. The term of a member of the Delegation starts at the end of the Delegation’s autumn meeting and expires at the end of the Delegation’s autumn meeting that is held at the expiry of the term. A founder may dismiss the member they have nominated during their term. If a member’s duties terminate during the term, or if a member is no longer deemed qualified, the founder who nominated the member, or the Delegation, if the member was elected by the Delegation, may elect a new member for the remainder of the term.

A member of the Delegation may be re-elected for up to two successive terms, and therefore, there may be up to three successive terms in total.

The members of the Delegation are not entitled to remuneration for the Delegation work.

7 § Meetings of the Delegation

The Delegation shall meet for an ordinary meeting twice a year. Extraordinary meetings shall be held if the chairperson of the Delegation or the Board of Directors deems it necessary, or if at least two members of the Delegation in writing requests the Board of Directors to call a meeting.

At the Delegation’s spring meeting, which shall be held during the first half of the calendar year

At the Delegation’s autumn meeting, which shall be held during the second half of the calendar year

An invitation to a meeting of the Delegation shall be sent to the e-mail address or any other address provided by the members of the Delegation at the latest seven days prior to the meeting. The meeting invitation shall state the matters that will be dealt with at the meeting.

The Delegation has a quorum when more than half of its members are present. A proposal that is supported by more than half of the members present at the meeting shall be considered as the Delegation’s decision. Any disqualified member of the Delegation shall not be counted among present members. The chairperson’s vote shall be decisive in case of a tied vote. In elections, the candidate who receives more than half of the votes shall be elected. In case of a tied vote, the election is decided by lot.

Regulations laid down in the Finnish Foundations Act concerning disqualification of a member of the Board of Directors shall be applied to the disqualification of members of the Delegation.

The Managing Director or, if the foundation does not have a Managing Director, a person appointed by the Board of Directors has the right to be present and deliver their opinion at the Delegation’s meetings, unless the Delegation decides otherwise in particular cases.

Minutes shall be prepared for each meeting of the Delegation, and all decisions and votes shall be included in the minutes. The minutes shall be signed by the chairperson of the meeting and at least one member elected for this purpose by the Delegation. The members of the Delegation and the Managing Director, or another person appointed by the Board of Directors to be present and deliver their opinion at the Delegation’s meetings, have the right to have their dissenting opinions recorded in the minutes. Minutes shall be consecutively numbered and archived in a reliable manner.

8 § Managing Director

The foundation may have a Managing Director, who is elected by the Board of Directors.

9 § Representation of the Foundation

The foundation shall be represented jointly by two members of the Board of Directors or separately by the chairperson of the Board of Directors or the Managing Director. The Board of Directors may grant two named persons the right to represent the foundation together.

10 § Financial Period, Auditor, and Auditing

The foundation’s financial period is a calendar year.

The foundation shall have a minimum of two Authorised Public Accountants or a firm of Authorised Public Accountants.

The foundation’s financial statement and annual report of the previous financial period shall be sent to the auditor for revision before the end of the month of April. The auditor shall present an auditor’s report before the end of the month of May.

11 § Use of Assets at Dissolution of the Foundation

If the foundation dissolves itself or is dissolved, its funds shall be used in accordance with the purpose laid out in 2 § as decided by the Board of Directors.