Articles of association

FEDERATION OF ESTONIAN CHEMICAL INDUSTRIES
ARTICLES OF ASSOCIATION
 
1. GENERAL PROVISIONS
 
1.1. Federation of Estonian Chemical Industries (hereinafter: the Federation) is a non-profit association, which on a voluntary basis unites commercial undertakings that deal with chemistry, research and design organisations, and other legal and natural persons engaged in the activities of this industrial branch.
 
1.2. The name of the federation in Estonian is EESTI KEEMIA TÖÖSTUSE LIIT.
 
1.3. The foundation documents of the Federation are the foundation agreement made between the founders and the articles of association approved at the general meeting. The Federation was founded on 16 September 1991.
 
1.4. In its activities, the Federation proceeds from the laws and other legal acts of the Republic of Estonia, international agreements and these articles of association.
 
1.5. The Federation is an independent private legal person with all the rights and obligations proceeding therefrom.
 
1.6. Each member of the Federation may at the same time belong to another federation or association, and the Federation itself may be the member of other federations or associations.
 
1.7. The Federation is not liable for the obligations of its members, neither are the members of the Federation liable for the obligations of the Federation.
 
1.8. The Federation uses its income only for the achievement of its statutory objectives. The Federation does not distribute profit among its members. The income exceeding its expenses shall be used for covering the expenses of the following periods.
 
1.9. The Federation has its own assets, an independent balance sheet and clearing accounts in banks.
 
1.10. The location of the Federation is Republic of Estonia, Tallinn.

2. OBJECTIVES
 
2.1. The objective of the activities of the Federation is development of production, enterprising and marketing in chemical industry and creation of favourable conditions for its members in this area through the following activities:
 
1) gathering of economic and special information and forwarding such information to its members and government institutions;
2) organisation of joint activities inside industrial branch;
3) development of co-operation between industrial branches;
4) development of foreign connections;
5) development of the working environment, organisation of work and industrial relations.
 
2.2. In order to achieve its objectives, the Federation:

1) represents the interest of its members in state government and other bodies;
2) represents the employers of the industrial branch in bilateral and tripartite relations with the state and the employees;
3) participates in the development of the economic, technical, innovation, industrial relations and salary polices of the industrial branch;
4) organises co-operation with relevant foreign organisations;
5) participates in the development, co-ordination and standardisation of normative documents and special terminology;
6) organises meetings, seminars and other events for the exchange and distribution of information;
7) Organises participation of its members in international events.
 
2.3. In order to achieve its objectives the Federation has right to:
 
1) be the mediator between its members and the government and other bodies;
2) co-operate with other speciality and employers federations;
3) create departments and other units;
4) develop relations with relevant international and foreign organisations;
5) accept subsidies, donations, gifts, inheritance and own real estate and securities for the purpose of development of its activities;
6) conclude transactions and do other legally binding acts both in the Republic of Estonia and foreign countries.

3. MEMBERS
 
3.1. Legal and natural persons registered in the republic of Estonia, who knowledge and observe the articles of association of the Federation and pay the membership fee, may be members of the Federation.
 
3.2. A member of the Federation who has paid the whole membership fee in time has all the rights and obligations of a member of the Federation. The rights of the member may be limited with the resolution of the board of directors or by agreement in case part of the membership fee is paid.
 
3.3. Admittance to membership shall be decided by the board of directors of the Federation by the simple majority of votes on the basis of a relevant written application.
 
3.4. The day the board of directors makes its decision shall be considered the day of admittance to membership. A legal person acquires the rights and obligations of a member after payment of the admittance fee.
 
3.5. Suspension and expiry of membership shall be decided by the board of directors by simple majority of votes. Disputes in issues concerning membership shall be resolved by the general meeting.
 
3.6. membership expires:
 
1) upon voluntary termination of membership;
2) by exclusion from the Federation
3) upon the dissolution, merger or division of a member.
 
3.7. A member may be excluded from the Federation in case the member does not fulfil the obligations set forth in these articles of association. An excluded member may restore its membership on the general bases.
 
3.8. In case a member leaves the Federation or is excluded, the membership fee for the previous period must be paid. In case membership expires during the financial year, the prescribed membership fee must be paid for the entire financial year.
 
3.9. A member of the Federation has right to:
 
1) participate in general meeting with a decisive right to vote;
2) present issues concerning the activities of the federation to the meeting of the Federation for discussion;
3) be elected a member of the board of directors, the audit commission or other body of the Federation;
4) participate in the meetings of the board of directors;
5) be protected and represented by the Federation as prescribed in these articles of association;
6) use the economic, organisational, information and other services of the Federation and participate in events organised by the Federation;
7) receive information in issues concerning the activities of the Federation from the board of directors or the operating service of the Federation;
8) suspend its membership in the Federation or leave the Federation at the end of the respective financial year.
 
3.10. A member of Federation shall:
 
1) fulfil these articles of association and resolutions adopted within the competence of the board of directors;
2) contribute to the achievement of the objectives of the federation;
3) pay the membership fee in the amount and by the deadlines determined by the general meeting;
4) guarantee that the working conditions and working relations of the enterprise are in conformity with laws applicable in the Republic of Estonia and the agreements that are binding for the members;
5) forward public information about its enterprise and activities to the managing director of the Federation for preparation of informative materials.

4. MANAGEMENT
 
4.1. The highest managing body of the Federation is the general meeting of members.
 
4.2. The activities of the Federation are managed by the board of directors elected by the general meeting.
 
4.3. The executive and organising body of the Federation is the executive board.
 
4.4. The board of directors shall call the general meeting of the members of the Federation not less frequently than once a year. Each member may be represented at the meeting by the chairman of the board of directors or a member of the board of directors without a power of attorney. The board of directors shall call the general meeting also if 1/10 of the members of the Federation submit a written and motivated demand therefor.
 
4.5. Invitations to the general meeting together with the agenda shall be sent to the members of the Federations not later than 7 days prior to the meeting.
 
4.6. The general meeting shall be competent to:
 
1) make amendments and additions to the articles of association of the Federation;
2) change the objective and determine the development plans and the directions of the activities of the Federation;
3) determine the number of people to be elected in the board of directors and the audit commission of the Federation;
4) approval of the board of directors, chairman of the board of directors and the audit commission of the Federation;
5) listen to the report of the board of directors of the Federation, approve the annual report of the Federation and the certificate of the audit commission;
6) approve the budget of the federation for the current financial year;
7) approve the rates of admittance and membership fees of the federation;
8) terminate the activities of the Federation, decide on the merger or division the Federation;
9) adopt resolutions in disputes between a member and the board of directors.

4.7. Other issues raised by the board of directors or the discussion of which has been proposed to the board of directors by a member of the Federation with the written application submitted at least 20 days prior to the meeting, may be discussed at the general meeting in addition to the issues specified above.
 
4.8. The general meeting may adopt resolutions in case more than one half of the member of the Federation participate in or are represented at the meeting. Resolutions of the general meeting shall be adopted with the simple majority of votes of the members represented at the general meeting, except if changing the objective of the Federation is being decided, in which case the consent of all members shall be required, or making amendments or additions in the articles of association of the Federation and dissolution, merger or division of the Federation is being decided, in which case the consent of 2/3 of the members of the Federation shall be required. The consent of the members who did not participate in the meeting must be given in writing.
 
4.9. In case the general meeting is not competent to adopt resolutions pursuant to articles 4.8 of these articles of association, the board of directors shall, within three weeks, call a new general meeting with the same agenda. The new general meeting shall be competent to adopt resolutions regardless of the number of members who participated in or are represented at the general meeting, but only in case at least two members participate or are represented.
 
4.10. A representative of a member of the Federation who is also a member of the board of directors may not vote when approval of the annual report is being decided. A member of the board of directors and the audit commission and the chairman of the board of directors may not vote when issues concerning their election, removal the presentation of a claim against them by the Federation are being discussed.
 
4.11. On the basis of the resolution of the general meeting, voting shall be either public or secret ballot.
 
4.12.One member of the Federation may vote for another member of the Federation in case a written power of attorney has been issued therefor.
 
4.13. All members of the Federation shall be informed of the resolutions of the general meeting of the Federation.
 
4.14. The general meeting shall elect the chairman and members of the board of directors, who shall manage the activities f the Federation and the term whose authorities shall be 3 years. Members of the Federation and representatives of economic, scientific, technical and other institutions or organisations may be elected members of the board of directors. The smallest number of members of the board of directors is 3.
The obligations of the secretary of the board of directors shall be fulfilled by an employee of the executive board of the Federation.
 
4.15. The board of directors shall adopt resolutions in issues concerning the activities of the Federation that do not belong in the competence of the general meeting, including the following:
 
1) calls the general meeting and prepares the documents to be discussed;
2) submits the annual account and the activity report to the general meeting. The annual accounts shall be signed by all members of the board of directors;
3) approves the vice –chairman of the board of directors at the proposal of the chairman and determines his field of activities;
4) approves the division of work between the members of the board of directors;
5) decides on the admittance and exclusion of members;
6) decides on the limitation of membership rights and suspension of membership prescribed in this articles of association;
7) enacts the resolutions and recommendations of the general meeting and plans the events of the Federation;
8) employs and dismisses the managing director, determines his or hers tasks and remuneration;
9) co-ordinates, directs and assists members of the Federation in their fields of activities pursuant to these articles of association;
10) forms work groups, departments, boards and other units, directs them and, if necessary, terminates their activities;
11) decides on the participation of the Federation in other organisations.
 
4.16. Meetings of the board of directors shall be called by the chairman of the board of directors or, in case the chairman is not present, by the vice-chairman not less frequently than once a quarter. The issued to be discussed must be indicated on the invitation to the meeting of the board of directors.
 
4.17. A meeting of the board of directors shall be competent to adopt resolutions in case more than one half of the members of the board of directors participate. Resolutions shall be adopted by a simple majority of votes at an open voting.
 
4.18. The board of directors has the right to adopt resolutions in writing without calling a meeting. In such a case the written draft of the resolution shall be sent to all members of the board of directors and the deadline by which the members of the board of directors are required submit their standpoint shall be determined. A resolution shall be adopted if more than one half of the members of the board of directors voted in favour of the resolution in writing. In case the standpoint is not submitted it shall be considered that the vote was given against the resolution.
 
4.19. Meetings of the board of directors shall be open, all members of the Federation may participate in them. The minutes of the meetings must be available to all members of the Federation upon their request.
 
4.20. The chairman of the board of directors represents the Federation in all legally binding acts. Members of the board of directors may represent the Federation in all legally binding acts only jointly.
 
4.21.The current activities and business management of the Federation shall be organised by the executive board, which shall be managed by the managing director.
 
4.22. EXECUTIVE BOARD:
 
1) organises the activities of the Federation, guarantees the fulfilment of the resolutions of the general meeting and the board of directors, subjects directly to the board of directors of the Federation;
2) resolves the current issues concerning the planning, financing, supplying and management of activities of the Federation.
 
4.23. MANAGING DIRECTOR:
 
1) conducts the immediate management and official business of the federation;
2) participates in the discussion of issues at the meeting of the board of directors;
3) represents the Federation within the limits of its competence;
4) observes the fulfilment of the budget and signs financial documents;
5) employs the employees of the operating service, determines their remuneration and tasks;
6) is responsible for the activities and reporting of the Federation, reports to the board of directors.
 
4.24. The procedure for signing Federation documents, the procedures of the meeting of the board of directors and the internal business management, and procedures for resolution of disputes shall be determined with the standing orders of the Federation which shall be approved by the board of directors.
 
4.25. AUDIT COMMISSION:
 
1) elects its chairman from among its members;
2) audits the financial and economic activities of the Federation on an annual basis, inspects that the assets are preserved;
3) submits to the board of directors its opinions of the annual report and budget of the Federation;
4) submits audit certificates and the resolutions adopted on the basis of the same to the board of directors and the general meeting.
 
5. ASSETS
 
5.1. The assets and funds of the Federation consist of:
 
1) admittance fees and membership fees;
2) movable and immovable property and securities;
3) subsidies, grants, donations, gifts;
4) fees for statutory services;
5) fees for the events organised by Federation;
6) other monetary fees for statutory activities.
 
5.2. The fund of the Federation shall be used for the achievement of statutory objectives, for the guarantee and development of the activities of the Federation for the benefit of its members.
 
5.3. The Federation may take loans from its members and grant loans to them.
 
5.4. The Federation is liable for the fulfilment of its obligations with all its assets.
 
5.5. The financial year of the Federation begins on 1 January and ends on 31 December.
 
5.6. The Federation organises its accounting and statistic reporting pursuant to the legislation of the Republic of Estonia.

6.DISSOLUTION, MERGER AND THE DIVISION OF THE FEDERATION
 
6.1. Dissolution, merger or division of the Federation shall be done by resolution of the general meeting in case 2/3 of the representatives of the members of the federation vote in favour.

6.2. Compulsory dissolution of the Federation may be done on the basis and pursuant to the procedure e provided by the law.

6.3. Upon dissolution of the Federation the general meeting shall elect, or upon compulsory dissolution a court shall appoint the liquidation commission. The commission shall conduct the liquidation proceeding pursuant to the procedure provided by the law.
 
6.4. The general meeting shall decide on the objective that generally develops the chemical industry, for which the remaining assets of the Federation shall be transferred.

6.5. The merger and division of the Federation shall be done on the basis of the resolution of the general meeting pursuant to the procedure provided by the law.