The cooperative is required to have a board of directors (COA, Chapter 6) composed of at least one and at most five members. With a specific stipulation of the rules, derogations of the foregoing are possible. If there are less than three members of the board, there must be at least one alternate member.
Cannot be elected as members of the board
- legal persons
- persons with an assigned interest representative
- persons with limited legal capacity
- persons in bankruptcy
At least one of the members and alternates of the board must have their place of residence in the European Economic Area (EEA). The Finnish Patent and Register Office can grant an exception from this stipulation for the cooperative.
In principle, the members of the board are elected by the general meeting of the cooperative. However, it can be stipulated in the rules that the supervisory board elects the board of directors or that less than half of the board members are elected in another procedure.
The term of every member of the board elected will continue until further notice unless stipulations are taken into the rules on a fixed term in office.
If a board of directors is composed of more than one member, one of them has to be the chairperson, designated by the board, unless other stipulations are taken into the rules, or another decision be made at the board of directors’ election. In the case of an equality of votes, the chairperson is chosen by lot.
The board of directors shall have a quorum with more than half the directors present unless a higher figure is stipulated in the rules. Unless a qualified majority is required in the rules, the board’s decision shall be the opinion receiving the support of over half the directors present or, if there is a tie, the opinion receiving the support of the chairperson.