Legality of Association Meeting Procedures

Convening an association meeting: Compliance with the Associations Act and the rules ensures the validity of the meeting’s decisions

It is important to convene association meetings in strict accordance with the rules of the association and the Associations Act, as the case covered in this article demonstrates. Four individuals turned to NORDIA Law after filing a complaint with the Helsinki District Court concerning meetings of an association, as they realized they needed legal assistance as the process progressed.

In this case, two different boards elected at different meetings and procedures acted as the association’s board. The board represented by my principal had been elected at a meeting convened in accordance with the rules of the association and the Associations Act. The other board, however, had been elected at a meeting convened in violation of the rules and the Associations Act.

The situation was complicated by the fact that the board to which my principal had been elected for the second time at a legally held association meeting was no longer listed in the Patent and Registration Office’s association register. Instead, the register contained the board elected at the association meeting held in violation of the rules of the association and the Associations Act. The Patent and Registration Office refused to change the entry without a court decision determining which board was the legitimate one. The parties were therefore unable to resolve the matter by agreement.

Final judgment of the District Court

On the basis of the final judgment of the Helsinki District Court dated June 27, 2025, my principal and the other related parties were reinstated as members of the board of directors in the Patent and Registration Office’s register of associations. The board of directors temporarily registered in the association register on the basis of an illegal meeting was not legal at any stage, and the decisions it made could not be considered legally binding.

The judgment of the Helsinki District Court dated June 27, 2025, which remains in force (L 706/2024/13726), states, among other things, the following:

“The meeting of the association X on November 28, 2024, and all its decisions are declared invalid.

The meetings of the association X held on January 4, 2025, April 5, 2025, and May 2, 2025, and all of its decisions are declared null and void.

The association X is ordered to pay:

– N.N1.’s court fees of €7,080.07 and legal costs of €558.90

– N.N2.’s court fees of €7,080.07

– N.N3.’s legal costs of €530

– N.N1.’s court fees of €7,080.07 and legal costs of €528.80

all amounts with interest in accordance with Section 4(1) of the Interest Act one month after the judgment in the case has been issued.

The District Court justified its judgment on the grounds that the chair of the meeting did not have the right to convene a follow-up meeting. The decision to convene a follow-up meeting, as with the meeting itself, is made by the board of the association or the association meeting, even though this is not specified in the Associations Act. In such cases, the invitation to the meeting must be sent to all members. The meeting may, of course, be interrupted, for example, for a lunch break, but in this case, the meeting had not made a decision to convene a follow-up meeting.

Other factors that led to the alleged invalidity of the follow-up meeting were that not all members of the association had been invited to said meeting. The invitation had only been sent to those who had attended the meeting held on November 28, 2024. In addition, the follow-up meeting had been convened with a shorter invitation period than required by the rules of the association.

My principal’s sole objective was to have the unlawfully held association meetings declared null and void and to have their position as the legal board of the association confirmed.

As a result of the final judgment, all decisions made by the unlawfully elected board were overturned. At the same time, the decisions made by the four association meetings dealt with in the complaint were also overturned, including the dismissals of my principal and the other related parties.

Provisions of the Associations Act

According to Section 20 of the Associations Act, the meeting of the association must be held at the time specified in the rules. If it has not been convened, each member of the association has the right to demand that a meeting be held. An extraordinary meeting of the association must be held when the association meeting so decides, the board considers it necessary, or at least one-tenth of the members entitled to vote demand it for the purpose of dealing with a matter they have notified.

According to Section 24 of the Associations Act, the meeting of the association must be convened in accordance with the rules. The invitation to the meeting must state the time and place of the meeting and any requirement to register in advance.

Section 32 of the Associations Act contains corresponding provisions on the delivery and contents of the meeting invitation.

According to Section 33 of the Associations Act, a decision of the association is invalid, regardless of any appeal, if it substantially violates the equality of a member. A member of the association, the board, a member of the board, or any other interested party who considers that the decision violates their rights may bring an action against the association to have the decision declared null and void.

According to Section 39 of the Associations Act, a board member, auditor, or other person responsible for the administration of the association is liable to compensate for any damage that they have caused to the association intentionally or through negligence in the performance of their duties. The same applies to damage caused to a member of the association or other party by violating the law or the rules of the association.

At least for the time being, it is not known whether the chair of the meeting of the association which convened the unlawful meeting, or the alleged members of the board have compensated the association for the damage caused, such as the court fees ordered to be paid by the association in the case concerning the invalidity of the illegally convened association meetings in question.

This case emphasizes the importance of convening association meetings in strict accordance with the rules of the association and the Associations Act. Careful procedures not only prevent decisions from being invalidated, but also prevent significant financial and administrative consequences for the association and its members.

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