Article 1. Name and domicile
The name of the Company is Peerage of Science Oy and its domicile is Jyväskylä, Finland. The Company name in English is Peerage of Science Ltd.
Article 2. Line of business
The Company’s line of business is the provision of specialised evaluation, consulting and information transfer services to researchers, research organisations and companies, as well as scientific publishing. In addition, the Company may develop, produce, manage, sell, and license computer software, provide information services, conduct scientific research and development activities, as well as to own, manage and trade in real estate, stocks and other securities owned by the Company.
Article 3. Purpose of operation
The primary purpose of the Company’s operation is to foster and develop the practice of science, as well as the conditions, societal standing and evaluation thereof, while promoting the interests of the researchers registered as users of the Company’s services. The secondary purpose of operation is to gain profit for shareholders and the scientific community.
Article 4. Special provisions on the distribution of funds
If the Company distributes funds, no less than half of the amount to be distributed shall be allocated to the primary purpose of the Company. This can happen: 1) via the standard dividend payment mechanism, i.e., through the distribution of funds to a non-profit organisation that is a shareholder in the Company, and which shall then distribute its funds internationally to researchers using a peer-review mechanism; 2) via the donation of assets to another non-profit organisation that shall distribute its funds in the aforementioned manner; and 3) via the donation of funds as prizes to individual researchers using a peer-review mechanism; however, not to Company shareholders, members of the Boards of Directors or Governors, or to anyone else in the immediate circle of acquaintances of these persons.
Article 5. Share types
There are two types of Company shares with differing rights, Class A and Class B shares.
Each Class A share entitles its holder to one vote in the Shareholder’s General Meeting, but does not entitle its holder to a share in the distribution of Company funds.
Each Class B share entitles its holder to a share proportional to the total number of Class B shares in Company funds distributed according to Article 4, but does not entitle its holder to a vote or any other rights in the Company, apart from the rights laid down in the Companies Act.
Article 6. Consent clause
The Company’s consent is required for the acquisition of Company shares by transfer.
Article 7. Redemption clause
If a Company share is transferred by means other than inheritance to a new owner that does not previously own shares of the same type, the Company shall have primary, and shareholders of the same share type, secondary right to redeem the shares or part thereof at a fair price. Fair price is the price agreed on by the transferor and transferee of the share, unless the redeemer can claim a lower price by the consent of the transferee or through arbitration. The right of redemption shall be divided among those willing to exercise it in proportion to the number of shares of that type owned by them.
Article 8. Board of Governors and its composition
The Company has a Board of Governors.
The Shareholder’s General Meeting appoints and dismisses the Chairman of the Board of Governors and other members as follows:
1) The Chairman shall be one of the owners of the Company, or if an owner is not available, a person enjoying the confidence of the researchers registered as users of the Company’s services.
2) Other members shall enjoy the confidence of the researchers registered as users of the Company’s services.
3) The Company shall provide the researchers registered as users of the Company’s services with an opportunity to express, at their discretion, non-confidence towards such members of the Board of Governors who shall enjoy the confidence of the community.
4) If the majority of the researchers registered as users of the Company’s services express non-confidence towards a member of the Board of Governors, that member’s term of service shall expire immediately and the Board of Directors shall convene an Extraordinary Shareholder’s General Meeting that shall elect a new member to replace the dismissed member.
The term of service of the members of the Board of Governors commences at the closure of the General Meeting in which they were elected and ends after three years at the closure of the Shareholder’s General Meeting following the election, unless the Shareholder’s General Meeting has decided on a shorter term.
Members of the Board of Directors or the Company’s Chief Executive Officer cannot be members of the Board of Governors, but they have the right to attend and speak in the meetings of the Board of Governors.
Meetings of the Board of Governors can be attended via a real-time electronic data connection.
Article 9. Duties of the Board of Governors
The Board of Governors may appoint and dismiss external persons that do not own Company shares to the Board of Directors. Remuneration for members of the Board of Directors shall be decided by the Board of Governors.
Prior to an Annual General Meeting, the Board of Governors sets the agenda for the meeting and convenes the meeting. Prior to the commencement of the meeting of the Board of Governors where the matter shall be decided, the Board of Directors shall provide the members of the Board of Governors with a proposal for the agenda of the Annual General Meeting.
The Board of Governors shall have the right to convene an Extraordinary Shareholder’s General Meeting at their discretion.
Article 10. Composition of the Board of Directors
No fewer than one and no more than six persons shall be appointed to the Board of Directors. If the Board comprises fewer than three persons, one substitute member shall be appointed by the General Meeting.
The General Meeting shall appoint and dismiss the Chairman of the Board and may appoint and dismiss owners of the Company as members of the Board. Other members of the Board of Directors shall be appointed and dismissed by the Board of Governors.
Article 11. Duties of the Board of Directors
The Board of Directors shall diligently advance the purpose of operation laid down in Article 3.
Decisions concerning the following matters shall require prior approval by the Board of Governors:
(i) Substantial alteration of Company operations.
(ii) The sale, merger, division or termination of Company operations or part of thereof.
Article 12. Chief Executive Officer
The Company may have a Chief Executive Officer, who is appointed and dismissed and whose duties are defined by the Board of Directors.
Article 13. Right to sign for the Company
The Chairman of the Board of Directors, the Chief Executive Officer, and persons nominated by the Board of Directors shall have the right to sign for the Company.
Article 14. Amendment of the Articles of Association
Articles 3, 4, 8, 9, 10, 11, and 14 may be amended directly or via other Articles only by a unanimous decision of all owners of Class A shares represented in Shareholder's General Meeting. Otherwise the Articles of Association may be amended in accordance with the Companies Act.
Article 15. Arbitration
Disputes shall be resolved in arbitration as laid down in the Arbitration Act