Cumulus Constitution and Statutes

The Association’s name is Cumulus Association. The Association’s English name is Cumulus Association. The official language of the Association is Finnish. However, the Association’s operating language is English. The Association’s registered office is the City of Espoo. The Association is a non-profit Association.

The aims of the Association are:

2.1 to strive for excellence and innovation in art and design;

2.2 to promote and safeguard the fundamental values and autonomy of universities, colleges, academies, and schools of art and design;

2.3 to promote diversity of approaches to education and research issues;

2.4 to create an Academic Forum for the advancement of higher education and research in art and design;

2.5 to represent higher education in art and design and influence policymaking at the regional, national, and international levels;

2.6 to work for the quality standards and full recognition of art, design, and media professions; and

2.7 to promote cooperation to the mutual benefit of different stakeholders.

To achieve its aims, the Association performs the following tasks:

3.1 assists academic institutions of art and design in their development and in enhancing their contribution to society;

3.2 promotes a dialogue between the Association and other international professional organizations that complement and amplify the Association’s aims;

3.3 promotes a dialogue between the Association and national and international academic institutions and associations;

3.4 supports the exchange and mobility of academic staff and students between members of the Association and uses mobility more efficiently to support academic aims;

3.5 encourages cooperation between higher education networks in art and design and develops effective networks;

3.6 promotes cooperation between academic institutions of higher education in art and design, and the business sector;

3.7 promotes design education in primary and secondary schools;

3.8 provides information to members of the Association about the educational, research, and cultural policies of different countries, EU, and similar stakeholders;

3.9 initiates joint projects such as competitions, exhibitions, and awards to promote innovative work in art and design;

3.10 through publications, maintains a high profile of the Association and its members;

3.11 collects and distributes basic information for and about the members: i.e., economic turnover, funding, numbers of students and faculty.

The Association shall have two institutional member categories. It may also grant non-members special status to participate in its activities on a case-by-case basis. The two institutional membership categories are: Full Members and Associate Members. The General Assembly shall, upon application and subject to the conditions stated below, decide on the admission of new Full Members and Associate Members on receipt of recommendations from the Executive Board.

4.1 Full Members: A university, college or academy in art and design as well as a faculty or school of higher education, institution of art and design that accepts the aims of the Association shall be eligible, if they have legal capacity and are recommended by two existing Full Members of the Association, to apply for Full Membership.

4.2 Associate Members: Companies, institutions, or associations related to art and design that wish to support the aim and activities of the Association shall be eligible to apply for Associate Membership. Associate Members shall enjoy all the rights and privileges of Full Members, except the right to vote at the General Assembly or hold elective office.

4.3 Observer Status: The Executive Board, upon the proposal of the President and/or Secretary General may, at its discretion, grant Observer status at meetings of the General Assembly and at other meetings to companies, institutions, or associations related to art and design.

4.4 Affiliate Status: The Executive Board, upon the proposal of the President and/or Secretary General may also, at its discretion, grant the status of Affiliate to appropriate regional and international associations and networks, under such terms as it may prescribe. The Executive Board will offer its rationale for the decisions.

The Annual General Assembly shall decide on the amount of the subscription fee to be charged from both Full Members and Associate Members for each category of members separately. Only Full Members that have paid all due subscriptions from the previous year shall be entitled to vote at the General Assembly. In cases where payment is overdue, membership will be suspended or withdrawn by the General Assembly, on the recommendation of the Executive Board and/or the Secretary General.

In order to support its activities, the Association may receive grants, gifts, endowments, and bequests. The Association may also charge a fee for the services it provides to private or public persons or organizations, whether members or non-members.

The President and The Secretary -General together, or two board members together, or by appointment of the Executive Board the Secretary-General alone or another person alone are authorized to sign on behalf of the Association.

The Financial Year of the Association is the calendar year.

The General Assembly is the highest authority in the Association and shall exercise the decision-making power of the Association.

Upon request and/or if decided by the Executive Board or the General Assembly, members may participate in the General Assembly by telecommunications or other technical means during the assembly or before it.

The Annual General Assembly shall be held annually on a date determined by the Executive Board. A minimum of three months’ notice shall be given to the members of the date decided. Each Full Member shall have one vote at the General Assembly.

Associate Members and members of the Executive Board shall have the right to attend and speak at the General Assembly but not vote.

The President, and in their absence the longest-serving Vice-President present shall preside as the Chairperson at the General Assembly, or should the latter be absent, the other Vice President shall preside at the General Assembly. If neither the President nor either of the Vice-Presidents are present, the meeting shall be presided by a member of the Executive Board, as designated by the General Assembly.

The General Assembly shall be validly constituted if one half of the Full members are present or represented. Decisions shall be made by a simple majority of those present. In case of a tied vote, the Chairperson has the casting vote.

The Executive Board shall convene the General Assembly at least 10 days prior to the assembly by e-mail to its membership. The invitation shall include the agenda for the assembly.

It is desirable that an individual member institution (university, college, or academy) shall be represented by its Rector/President/Vice-Chancellor or by the Rector’s nominated representative. It is also desirable that a faculty or school shall be represented by its Director, Dean or Head or by a representative nominated by the Director/Dean/Head.

Full Members may also be represented by another Full Member’s representative, subject to a respective proxy authorization having been submitted in writing or via electronic mail to the Secretariat prior to the close of the registration for the General Assembly. The proxy is to be shown at the registration for the General Assembly. A Full Member’s representative shall not represent more than two (2) other Full Members.

1. opening the assembly
2. noting, designating, or electing the chairperson, and electing one secretary, two examiners of the minutes, and if necessary, two scrutineers for the Annual General Assembly
3. stating the legality and quorum of the assembly
4. approving the agenda for the assembly
5. presenting of the financial statement, the annual report, and the opinion of the auditors/operation inspectors
6. adopting the financial statement
7. adopting of the operation plan, budget, and the amount of subscription fees
8. electing one auditor and a substitute auditor, in the case that the auditor selected is not an auditing company
9. deciding the number of board members, electing the President and other members of the Executive Board
10. where it deems fit, deciding on the revocation of the President, the Vice-Presidents, the Secretariat and/or the other members of the Executive Board
11. deciding on appeals to decisions of the Executive Board
12. releasing members of the Executive Board and other accountable persons from liability
13. dealing with any other matters notified separately in the notice of meeting.

If a member of the Association wishes to have a matter discussed at the Annual General Assembly, it shall notify the Executive Board thereof in writing in such a time that the matter can be included in the notice of meeting.

An Extraordinary meeting of the General Assembly may be convened either by the President, by the Executive Board or by a formal notice from at least one tenth (1/10) of the full membership. The formal notice shall be submitted to the Executive Board, and it shall state the matters for which an assembly is to be convened. The Executive Board shall then convene the General Assembly without delay.

Where the nature of the matter to be decided is deemed appropriate, an extraordinary meeting may be substituted with an online ballot, by the decision of the Executive Board.

14.1 Composition

The affairs of the Association shall be attended to by the Executive Board that shall comprise the President and 8-10 other members. The President and the members shall be elected at the Annual General Assembly for three years at a time. The board members shall be present or former Rectors, Heads, Directors, Deans, Professors, or other individuals in leading academic positions of a Full Member. There shall be no more than one member from any country, excluding the President. The Executive Board shall appoint, on the nomination of the President, two Vice-Presidents, Treasurer, a secretary from among the members of the Executive Board. However, the Executive Board can also appoint a non-member as the secretary of the Executive Board.

14.2 Presidency

The Presidency shall comprise the President, two Vice-Presidents and a Treasurer. The Full Members of the Association shall elect the President. The President shall be present or former Rector, Head, Director, Dean, Professor or having another leading academic position and be of a Full Member institution, shall hold office for a term of three (3) years and shall be eligible for consecutive re-election as the President for one further term. The President can be elected to be a member of the Executive Board after the Presidency. Any Executive Board member, who has held a position in the Board for two full terms, can be proposed as a candidate for Presidency.

14.3 Vice-Presidents

The Vice-Presidents shall deputize for the President in his or her absence.

14.4 Treasurer

The duties of the Treasurer are to support the Secretariat, President and Executive Board in financial monitoring and strategic financial planning for the association.

14.5 Operations and Tenure of the Executive Board

Approximately one third (1/3) of the members of the Executive Board are to be changed every third year in the election of the next Executive Board. The three-year term for The President and the members of the board starts at the end of the Annual General Assembly on selection of the member or President and ends at the end of the Annual General Assembly held after three years. The President and a member of the board may hold office for two consecutive three year terms. A board member who has completed their six-year term can only run again for a Board seat after being away two new full cycles from their original service in the Board. The Board shall convene at least three times a year at the invitation of the President or, in their absence, the Vice-President. The quorum shall be the President or one of the Vice-Presidents plus other members of the group representing more than a half of the total number of members of the Executive Board. Simple majority of those present shall make decisions. The President/ Vice-President has the casting vote.

The Executive Board shall carefully attend to the affairs of the Association in compliance with the law, the rules, and resolutions adopted by the Association.

The Executive Board collaborates with the Association’s Secretariat oversees and provides management direction to the Secretary-General who heads the Secretariat and responds to the Executive Board’s oversight.

The functions of the Executive Board, in particular, are:

• to lead, supervise and monitor the Association’s activities
• to oversee the finances, accounts, and affairs of the Association so that the Association’s bookkeeping conforms to the law, is according to these rules and according to the principles of good governance
• to draft a plan of action and a budget proposal
• to draft an annual report and an audited financial statement
• to convene the General Assembly and prepare the matters covered in the assemblies
• to ensure that the Association’s financial administration conforms to the law and that its financial management has been organized in a reliable manner
• to represent the Association and to draft and prepare the matters to be presented to the General Assembly
• to suggest an auditor and a substitute auditor to the General Assembly
• to set up Board Sub-Committees and other ad-hoc task-forces as needed, and appoint their chair-persons and other members
• to elect and relieve of their duties the Association’s leading functionaries with the General Assembly’s endorsement
• to keep a list of the members of the Association
• to appoint authorized signatories for the Association according to the rules set in section 7
• to take care of other tasks belonging to the Executive Board according to rules and law

In addition to the above, the Executive Board is the main advisory body of the Association, responsible for the strategic and academic guidance of the Association. It is the principal forum for discussion of the Association’s policy positions on higher education and research and makes statements on behalf of the Association after consultations with the Members. The Executive Board also defines the strategic direction and academic guidance of the Association, along with identifying the future plans and activities, and presents them to the General Assembly.

The Secretariat consists of a Secretary General and other necessary staff. The Annual General Assembly shall decide on the Full Member that will host the Secretariat for a period of five years. The Annual General Assembly shall also select a Secretary General for the Secretariat for the same five-year period. The Executive Board shall propose to the Annual General Assembly the resolution on the size and the overall responsibilities of the Secretariat, to be approved by the Annual General Assembly. The President, or in their absence the Vice-President, shall determine and amend the detailed operating duties of the Secretariat for the relevant period.

16.1 Secretary General Role and Responsibilities

The Secretary General is responsible for heading the Secretariat. The Secretary General collaborates with the President and Executive Board providing strategic contributions to advance the aims and tasks of the Association. The Secretary-General is responsible for the day-to-day administration and the management of the Association in accordance with the instructions and directions of the Executive Board and within the framework of the decisions mandated by the General Assembly. The Secretary General directs the staff of the Secretariat and also other staff of the Association. The Secretary General represents the Association in matters falling within their responsibilities including vis-à-vis third parties. The Secretary General has the right to attend the Executive Board meetings as a non-voting ex officio.

Specifically, the Secretary-General shall be responsible to conduct the following duties:

• To collaborate and support the President and the Executive Board in the preparation of the Association’s Board meetings and the Annual General Assembly
• To contribute to the Association’s Annual Report for the Annual General Assembly
• To recommend, together with the Executive Board, admission of new Full or Associate Members for the General Assembly;
• To manage the Association’s finances and the continuous monitoring of its implementation with the support of the Executive Board’s Treasurer’s oversight
• To implement the approved budget and action plan of the Association as mandated by the General Assembly
• To regularly engage with the Association’s membership and together with the Executive Board, collaborate and serve all of the Association’s members as well as important stakeholders and partners
• To propose and create programming including meetings, seminars or conferences, for the exchange of information and experience on matters of common interest to individual or collective members and partners, and to identify and disseminate good practices in art and design higher education and draw up invitations to meetings of the Association
• To be responsible for the implementation of the decisions of all Association’s meetings
• To manage the correspondence, record-keeping and archiving of the Association
• To propose to the Executive Board and to the General Assembly, association membership in other organizations, partnerships and projects with other institutions

A proposal to amend the Statutes may be made by the Executive Board, either on the initiative of the President or members of the Board, or upon written request of at least one-tenth (1/10) of the Full Members.

These Statutes may be amended by a decision of the meeting of the General Assembly at which at least one-half of all Full Members are present, or, if the General Assembly should so decide, by an online ballot in which at least one-half of all Full Members participate. A proposal to change the statutes shall require the approval of at least two-thirds (2/3) of those present in the meeting of the General Assembly or participating in the online ballot. The notice of the meeting shall state that the assembly will discuss the amendment of the Statutes.

If a meeting of the General Assembly or online ballot fails to achieve the required quorum of one-half of Full Members, a proposal to amend the Statutes may nevertheless be adopted if approved by at least one third (1/3) of all Full Members and at least two-thirds (2/3) of those present Full Members in the meeting of the General Assembly have accepted the amendment.

A proposal to dissolve the Association may be made by the Executive Board, either on the initiative of the President or members of the Board, or upon written request of at least one-tenth (1/10) of all Full Members. The notice of the meeting shall state that the assembly will discuss the dissolution of the Association.

The Association may be dissolved by a decision of a meeting of the General Assembly at which at least two-thirds (2/3) of all Full Members are present. A proposal to dissolve the Association shall require the approval of at least two-thirds (2/3) of those present at a meeting of the General Assembly. Upon the dissolution of the Association, its funds shall be used to further the purpose of the Association as determined by the General Assembly deciding on the dissolution. If the Association is terminated, its funds will be used for the same purpose.