NECC AoA 2018-07-10T12:25:16+00:00

Norwegian-Estonian Chamber of Commerce Non-profit organisation

Articles of Association

  1. General provisions
    1. The non-profit organisation with 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 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 Organisation’s aims the Organisation shall use financial means acquired from the membership fees and other sources pursuant to these Articles.
    4. The location of Organisation’s board is Tallinn, Estonia
    5. Financial year of Organisation starts on the 1st of January and ends on the 31st of December.
    6. The address of Organisation is Harju 6, 15054 Tallinn, Estonia.
    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 entering into and leaving from the Organisation
    1. Every person who supports the aims of the Organisation and wishes to develop activity which complies with the aims can apply for membership by submitting written application to the board of Organisation.
    2. The Organisation has four (4) different kinds of members:
      1. Individual Member;
      2. Basic Member;
      3. Corporate Member; and
      4. Gold Member.
    3. The board decides on the membership of the new members according to the submitted application. In case of uncertainties, the issue shall be resolved by the meeting of members. The board meeting and meeting of the members have the right not to include the one applying to become a member in the case the intentions and reputation of the applicant are not corresponding with the aim of the Organisation.
    4. 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 board meeting. A member can leave the Organisation after the fulfilment of the obligation in clause 2.7. The board meeting shall delete the member from the list of members of Organisation after the fulfilment of the obligation in clause 2.7.
    5. A member may be excluded from the Organisation by a resolution of the board if:
      1. the member has not paid membership fee by the end of the 12 months´ period since receiving the invoice for the membership;
      2. activity of a member disregards the aims of the Organisation or Articles.
    6. The board meeting decides the exclusion of a member. The excluded member shall be notified about the resolution of the board meeting on the exclusion and its reasons in writing. If exclusion of a member is decided by the board, the member may demand that exclusion be decided on the next general meeting.
    7. If a membership terminates during a 12 months´ period since receiving the invoice for the membership, the membership fee shall be paid by the member for the whole period.
  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 of the Organisation;
      3. to be elected to the board of Organisation, to be elected as an auditor or other bodies;
      4. receive information about the activity 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 on the 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 membership fee in the sum and in due date as prescribed by the general meeting, unless Articles prescribe otherwise;
      3. inform the board for the registration of members of organisation its address and personal identification code and inform of new information not later than in 2 months after their alteration;
      4. pay membership fee for the next 12 months´ period since receiving the invoice.
    4. Additional financial obligation besides membership may be imposed only on all members equally 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. approval of the annual report;
      8. establish the sum of membership fees for the current year;
      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 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 on the general meeting.
    7. A resolution of the general meeting is adopted if more than half of the members or their representatives who participate on 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 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 half of the board members are the representative of the companies of the 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 the 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 invoicing of the membership fees in the beginning of each financial year for the existing members or immediately after the new member has been accepted as a member;
      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. to promote actively the enrolment of new members and decide on admission of new members;
      7. call the meeting of the members;
      8. decide on employment of the officers 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 half of the members participate in the meeting, including the chairman or the deputy chairman of the board. The meeting of the board may take place through the means of telecommunication.
    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. 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 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 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 30, 2017.

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Established in 2007, Norwegian Estonian Chamber of Commerce (NECC, in Norwegian: Norsk-Estisk Handelskammer, in Estonian: Norra-Eesti Kaubanduskoda) is a non-profit membership based business association for companies with Norwegian-Estonian share capital, management or co-operation. We facilitate professional networking, seminars of interests, provide relevant information regarding both Estonia and Norway and promote Norwegian companies, competence and business values.

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