ARTICLES OF ASSOCIATION
Norwegian-Estonian Chamber of Commerce
Articles of Association
1. General provisions
1.1. 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.
1.2. 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 other chambers of commerce. For implementation of its aim the Organisation shall, among other activities:
1.2.1. establish contacts with other similar organisations;
1.2.2. carry out supervision of its members’ interests;
1.2.3. organize meetings, business visits and lectures, seminars in co-operation with representatives of business circles and state administration institutions;
1.2.4. organize recreational events and other events of a social character for its members where it may collect charges;
1.2.5. support charity activities;
1.2.6. possess, use, and dispose of its property.
1.3. 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.
1.4. The location of Organisation’s board is Tallinn, Estonia
1.5. Financial year of Organisation starts on the 1st of January and ends on the 31st of December.
1.6. The address of Organisation is Harju 6, 15054 Tallinn, Estonia.
1.7. The internal working language of the Organisation is English.
1.8. The Organisation is acting in accordance with Estonian legislation and the current Articles of Association.
2. The conditions and procedure for membership and for entering into and leaving from the Organisation
2.1. 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 the Organisation.
2.2. The Organisation has four (4) different kinds of members:
2.2.1. Individual Member;
2.2.2. Basic Member;
2.2.3. Corporate Member;
2.2.4. Gold Member (inforce from 01.01.2018).
2.3. For their performance of economy, business, and trade, that has rendered meritorious service in furthering trade and business relations between the Republic of Estonia and the Kingdom of Norway, the board may decide on accepting a legal entity or a private individual as an Honorary member of the Organisation. Honorary member does not have the rights or obligations of a member mentioned in article 2.2.
2.4. The board decides on the membership of new members according to the submitted application. The board has the right to let the general meeting decide over the membership of the new member. The board meeting and the general meeting 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.
2.5. To leave the Organisation, the member submits an oral or written application 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 mentioned 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.
2.6. A member may be excluded from the Organisation by a resolution of the board if:
2.6.1. the member has not paid membership fee within the 3 months´ period after exceeding the due date marked on the invoice of the membership fee;
2.6.2. activity of a member disregards the aims of the Organisation or Articles.
2.7. The board meeting decides the exclusion of a member. The excluded member shall be notified about the resolution of the board meeting about 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.
2.8. If a membership terminates during 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
3.1. A member has the right to:
3.1.1. elect one person as its representative in the Organisation;
3.1.2. participate and vote on the general meeting of the Organisation;
3.1.3. name a representative who in person is to be elected to the board of the Organisation or other bodies;
3.1.4. receive information about the activity of the Organisation from the board and other bodies;
3.1.5. make proposals, queries, objections to the board of the Organisation, as well as receive answers;
3.1.6. participate on the events organized by the Organisation.
3.2. Each member has one vote. The member may use his voting right through an authorized representative pursuant to the Power of Attorney.
3.3. Member shall be committed to:
3.3.1. comply with the Articles and resolutions of the bodies of the Organisation;
3.3.2. pay membership fee in the sum and in due date as prescribed by the general meeting, unless the Articles prescribe otherwise;
3.3.3. inform the board, for keeping the registry of the members of Organization, its contact details and personal identification code or registry code and provide new details no later than 2 months after their alteration;
3.3.4. pay membership fee for the annual financial year by the due date prescribed on the invoice;
126.96.36.199. if the person joining the Organisation joins during the first half of the financial year, the person joining is obliged to pay the membership fee in full and in a sum as stated in clause 3.3.4. This does not free the member from the obligation to pay the following periodical membership fees as stated in clause 3.3.4.
188.8.131.52. If the person joining the Organisation joins during the second half of the financial year, the person joining is obliged to pay the first membership fee in a sum, which is in coherence with ½ of the membership fee as stated in clause 3.3.4. This does not free the member from the obligation to pay the following periodical membership fees as stated in clause 3.3.4.
3.4. Additional financial obligation besides membership fee may be imposed only on all members equally on the basis of resolution of the general meeting if more than half of the members are in favour of it.
4. General meeting of the Organisation
4.1. The highest body of the Organisation is the general meeting where each member has one vote.
4.2. The general meeting is competent to:
4.2.1. amend the Articles of Association;
4.2.2. change the objective;
4.2.3. elect and remove the members of the board;
4.2.4. elect and remove the members of the audit committee;
4.2.5. decide on conduction of audit;
4.2.6. elect the auditor;
4.2.7. approval of the annual report;
4.2.8. establish the amount of membership fees for the next financial year;
4.2.9. 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;
4.2.10. decide and designate terms and conditions to transfer or encumber with real right immovable or movables of the Organisation;
4.2.11. decide on acquisition of immovable property;
4.2.12. decide on dissolution, merger and division of the Organisation;
4.2.13. decide on other matters which are not placed in the competence of other bodies by law or the articles of association.
4.3. The board shall call the general meeting:
4.3.1. for approval of the annual report;
4.3.2. f audit committee or at least one-tenth (1/10) of the members of the Organisation demand so in writing indicating the reason;
4.3.3. in other cases, if interests of the Organisation demand so;
4.4. The board shall send a notice of a general meeting by means of telecommunication not later than 7 calendar days prior to the meeting indicating the time, place, and agenda for the meeting, except for clause 4.5.
4.5. 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. The general meeting may take place through the means of telecommunication.
4.6. A general meeting has a quorum if more than half of the members or their representatives participate on the general meeting.
4.7. When the general meeting does not have the quorum pursuant to art 4.6, then the board will summon a new general meeting with the same agenda in 14 (fourteen) calendar days. The new general meeting is competent to make decisions regardless of the number of members participating or represented in the general meeting, but only in the case that at least 1/10 of the members are participating or represented in the general meeting.
4.8. 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 stipulate a different majority requirement. In the election of a person, the candidate who receives more votes than the others shall be deemed to be elected. Upon an equal division of votes, lots shall be drawn.
4.9. Members or their representatives elect the chairperson and secretary of the general meeting in the beginning of the general meeting. In the case of electing the members of the board the general meeting will elect the two (2) members election committee for organising the election and counting the votes, the members of election committee cannot be the candidate for the position in the board.
4.10. A resolution on amending the Articles of Association and aims of the Organisation, dissolution of the organisation and transfer the majority of the property of the Organisation is adopted if more than half of the members or their representatives who participate on the general meeting vote in favour of the resolution.
4. Board of the Organisation
4.1. The activity of the Organisation is managed and represented by the board, which consists of six to eight members. The members of the Organisation have decided that at least half of the board members are representatives of the companies of Norwegian origin.
4.2. Every member of the board is fully responsible and liable, the members of the board exercise their rights and obligations through the board meeting.
4.3. The board member who receives most votes at the general meeting will call the first board meeting. The board shall elect one of the board members as a chairperson and one as a deputy chairperson.
4.4. Members of the board are elected by the general meeting for the term of two (2) years. This does not hinder the right to be re-elected as the member of the board.
4.5. The board shall:
4.5.1. organize day-to-day activities of the Organisation;
4.5.2. organize registration of members and invoicing of membership fees for the existing members in the beginning of each financial year or immediately after the new member has been accepted as a member;
4.5.3. draw up a plan of activities and budget of the Organisation;
4.5.4. draw up annual report and organize accounting;
4.5.5. use and dispose of property of the Organisation pursuant to law, articles and conditions set up by the general meeting;
4.5.6. actively promote the enrolment of new members and decide on admission of new members;
4.5.7. call the meeting of the members;
4.5.8. decide on service contracts, conclusion and termination of a contract included;
4.6. For calling the board meeting, a notice shall be sent to the members of the board not later than 5 calendar days prior to the meeting by means of telecommunication, unless the articles of association state otherwise.
4.7. The board meeting has a quorum if more than half of the members participate on the meeting, including the chairperson or the deputy chairperson of the board. The board meeting may take place through means of telecommunication. The board meetings are open for attending for all the members of the organisation who have paid the membership fee according to art 3.3.4., only the board members have the voting right on the board meeting. Resolutions of the board meeting are adopted by more than half of the votes.
5. Merger, division, and liquidation of the Organisation
5.1. The merger, division and liquidation of the Organisation takes place pursuant to the law and on the bases of the resolution of the general meeting.
5.2. Liquidators of the Organisation may be members of the board or person who has been appointed by the general meeting.
5.3. 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 of Association have been approved with the decision of the Annual General Meeting of the Organisation 2 June 2022