• Mingling with Kaja Kallas 24 August 2017
  • RatRace in Tallinn Old Town 02 June 2017
  • Industry 4.0 - Raising Productivity seminar in SAKU GastroPub 23 May 2017
  • Reception for NECC members at Ambassador's residence. 17 May 2017
  • Annual General Meeting with dinner 30 March 2017

Norwegian-Estonian Chamber of Commerce Non-profit organisation

Articles of Association

  1. General provisions
    1. The non-profit organisation with the official name Norwegian-Estonian Chamber of Commerce (hereinafter referred to as Organisation) is a voluntary association of persons which is not earning income from economic activity.
    2. The aim of the Organisation is to develop activities of Norwegian enterprises in Estonia, to promote mutual trade and cultural relations, to promote and develop co-operation between Norwegian and Estonian organisations and co-operation with the Chamber of Commerce and other chambers. For implementation of its aim the Organisation shall:
      1. establish contacts with other similar organisations;
      2. carry out supervision of its members' interests;
      3. organise meetings, business visits and lectures, seminars in co-operation with representatives of business circles and state administration institutions;
      4. organise recreational events and other events of a social character for its members where it may collect charges;
      5. support charity activities;
      6. possess, use and dispose of its property.
    3. For the implementation of the Organisation’s aims the Organisation shall use financial means acquired from the associate membership and other membership fees and other sources pursuant to these Articles.
    4. The Organisation's board is located in Tallinn, Estonia
    5. The Organisation’s Financial year of starts on the 1st of January and ends on the 31st of December.
    6. The address of the Organisation is Harju 6, 15054 Tallinn.
    7. The internal working language of the Organisation is English.
    8. The Organisation is acting in accordance with Estonian legislation and the current Articles.
  2. The conditions and procedure for membership and for leaving and exclusion from the Organisation
    1. Every person who supports the aims of the Organisation and wishes to develop activities that comply with the goals can apply for membership by submitting a written application to the board of the Organisation.
    2. The board decides on the membership of the new members and associated members according to the submitted application. In case of uncertainties, the issue shall be resolved by the meeting of members.
    3. A member has the right to leave the Organisation on the basis of an oral or written application submitted to the board, whereby an oral application shall be recorded in the minutes of the meeting of members. A member can leave the Organisation after fulfilment of the obligation in clause 2.8. The board shall delete the member from the list of members of the Organisation after the fulfilment of the obligation in clause 2.8.
    4. A member may be excluded from the Organisation by a resolution of the board if:
      1. the member has not paid the membership fee by the end of each financial year;
      2. the member has not participated in any general meeting or events organised by the Organisation;
      3. a member enters the membership of the non-profit Organisation which develops similar activities as the Organisation;
      4. activity of a member disregards the aims of the Organisation or Articles.
    5. The meeting of the board decides the exclusion of a member. The resolution of the exclusion is adopted if over one half of the members of the board are in favour of the exclusion.
    6. The excluded member shall be notified about the resolution of the exclusion and its reasons in writing.
    7. If the board decides exclusion of a member, the member may demand that exclusion be decided on the next general meeting.
    8. If a membership terminates during a financial year, the member shall pay the membership fee for the whole financial year.
  3. Rights and obligations of the members of the organisation
    1. A member has the right to:
      1. elect one person as its representative in the Organisation;
      2. participate and vote on general meeting;
      3. to be elected to the board of the Organisation, to be elected as an auditor or other bodies;
      4. receive information about the activities of the Organisation from the board and other bodies;
      5. make proposals, queries, objections to the board of the Organisation, as well as receive answers;
      6. participate in events organised by the Organisation.
    2. Each member has one vote. The member may use his voting right through an authorised representative pursuant to the Power of Attorney.
    3. Members shall be committed to:
      1. comply with the Articles and resolution of the bodies of the Organisation in its activities in the organisation;
      2. pay the membership fee in the amount and by due date as prescribed by the general meeting, unless the Articles prescribe otherwise;
      3. inform the board of its residential address and personal identification code for registration of the members of the Organisation and pass on any new information not later than 2 months after any amendments/changes;
      4. pay the membership fee for the current financial year even if the membership terminates during the financial year.
    4. Additional financial obligations besides the membership may be imposed equally on all members on the basis of resolution of the general meeting if at least 2/3 of the members are in favour of it.
  4. General meeting of the Organisation
    1. The highest body of the Organisation is the general meeting where each member has one vote.
    2. The general meeting is competent to:
      1. amend the Articles of Association;
      2. change the objective;
      3. elect and remove the members of the board;
      4. elect and remove the auditor;
      5. decide on conduction of audit;
      6. elect, if so decided, honourable board members based on the commitment to the Organisation;
      7. approve of the annual report;
      8. establish the amount of membership fee;
      9. decide on entry into transactions with members of the board or another body, on the assertion of claims against such members and appoint a representative of the Organisation in such transactions or claims;
      10. decide and designate terms and conditions to transfer or encumber with real right immovable or movables of the Organisation;
      11. decide on acquisition of immovable property;
      12. decide on dissolution, merger and division of the Organisation;
      13. decide on other matters which are not placed in the competence of other bodies by law or the Articles of Association.
    3. The board shall call the general meeting:
      1. for approval of the annual report;
      2. if an audit committee or at least one-tenth of the members of the Organisation demand so in writing indicating the reason;
      3. in other cases if interests of the Organisation demand so.
    4. The board shall send a written notice of a general meeting not later than 7 calendar days prior to the meeting indicating the time, place and agenda for the meeting, except for clause 4.5.
    5. The time and place of the next general meeting may be decided during a general meeting. In that case the agenda of the meeting shall be sent not later than 7 calendar days prior to the meeting.
    6. A general meeting has a quorum if more than one-half of the members or their representatives participate in the general meeting.
    7. A resolution of the general meeting is adopted if more than one-half of the members or their representatives who participate in the meeting vote in favour of the resolution unless the Articles or law prescribe a greater majority requirement.
    8. If the vote is tied, the chairman of the general meeting shall have the casting vote.
    9. A resolution on amendment of the articles and aims of the Organisation, dissolution of the Organisation and transfer of the majority of the property of the Organisation is adopted if at least 2/3 of the members or their representatives who participate in the general meeting vote in favour of the resolution.
  5. Board of the Organisation
    1. The activity of the Organisation is managed and represented by the board, which consists of 6-8 members. Members of the Organisation have decided that at least 50% of the board members are representatives of the companies of Norwegian origin.
    2. The board members shall elect one of them as the chairman and one as a deputy chairman who organises the work of the board.
    3. The members of the board are elected by general meeting for the term of 2 years.
    4. The board shall:
      1. organise day-to-day activities of the Organisation;
      2. organise registration of members and collection of membership fees;
      3. draw up a plan of activities and budget of the Organisation;
      4. draw up annual report and organise bookkeeping;
      5. use and dispose of property of the organisation pursuant to law, articles and conditions set up by the general meeting;
      6. promote actively the enrolment of new members and decide on admission of new members and associated members;
      7. call the meeting of the members;
      8. decide on employment of a salaried officer and their release from employment if necessary.
    5. For calling the meeting of the board a written notice shall be sent to members of the board not later than 7 calendar days prior to the meeting.
    6. The meeting of the board has a quorum if over one-half of the members participate in the meeting, including the chairman and the deputy chairman of the board.
    7. Resolutions of the meeting of the board are adopted by simple majority of votes. If the vote is tied, the chairman of the board shall have the casting vote, however in case of elections the matter shall be resolved by a lottery. An honourable board member does not have a voting right.
  6. Merger, division and liquidation of the Organisation
    1. The merger, division and liquidation of the Organisation take place pursuant to the law and on the bases of the resolution of the general meeting.
    2. Liquidators of the Organisation may be members of the board or a person who has been appointed by the general meeting.
    3. In case of dissolution of the Organisation the remaining assets, after satisfaction of all claims of creditors, shall be distributed either to an organisation which has been entered into the list of non-profit organisations and foundations with income tax exemption confirmed by the Government of the Republic or a legal person governed by public law.

The present Articles are approved with the decision of the General Meeting of the Organisation of March 10, 2016.

Chairman of the Board