Translation from Estonian
Tallinn City Court
RECEIVED
06.06.2002
ARTICLES OF ASSOCIATION
ASSOCIATION OF
ESTONIAN INTERNATIONAL ROAD CARRIERS
(ERAA)
I GENERAL PROVISIONS AND OBJECTIVES
Article 1. General provisions
1.1. The name of the voluntary association of companies performing road transport is Association of Estonian International Road Carriers, in abbreviated form ERAA (hereinafter referred to as the Association).
1.2. The location of the Association is in Tallinn, the Republic of Estonia.
1.3. The Association is a non-profit legal entity in private law (non-profit association) with all legal rights of legal entities.
1.4. The Association shall use its income only to achieve the objectives set out in its Articles of Association. The Association does not distribute profits among its members.
1.5. The Association is governed in its activities by the laws and other legal acts of the Republic of Estonia, international agreements and these Articles of Association.
1.6. The Association is liable for the performance of its duties with all its property that may be subject to recourse in compliance with law and other legal acts. The Association is not liable for the duties of its members unless provided for by international conventions.
1.7. The members are not liable for the duties of the Association unless provided for by international conventions. A member shall have no right to the property of the Association.
Article 2. Objectives and the means of their accomplishment
2.1. The aim of the Association is to promote road transport as an area of activity and to protect the interests and rights of its members. The Association is an association of employers with all the legal rights and obligations arising therefrom.
2.2. To achieve its objectives, the Association:
2.2.1. represents its members, inter alia in negotiations with state agencies and organisations representing employees;
2.2.2. participates in preparation of laws and other legal acts regulating road transport, including elaboration and coordination of legal acts and instructions regulating customs issues, haulage agreements and traffic safety, and concludes respective agreements;
2.2.3. gathers and analyses information on motor transport, maintains appropriate databases and renders information services;
2.2.4. is a guaranteeing organization on fulfilment of road transport conventions in cases provided for by international agreements and legal acts;
2.2.5. establishes funds in the interests of its members, if necessary;
2.2.6. establishes commercial undertakings for rendering necessary services to its members, if necessary, or participates in those or is a member in profit making organisations;
2.2.7. engages in publishing activities and advertising related to the haulage business;
2.2.8. organises training in haulage;
2.2.9. performs other operations in the interest of its members which are not in conflict with law and these Articles of Association.
II MEMBERSHIP
Article 3. Membership and candidate members
3.1. Members of the Association may be undertakings possessing means of road transport and having performed road transport for at least two years, located in the Republic of Estonia and registered in compliance with the law of the Republic of Estonia who have been registered as candidate members for at least two years.
3.2. Candidate members of the Association may be undertakings who possess means of road transport and perform road transport and are located in the Republic of Estonia and have been registered in compliance with the law of the Republic of Estonia.
3.3. Members or candidate members of the Association who are legal entities are represented by a member of the Board or a procurator.
Article 4. Admission to membership and registration for candidate members
4.1. An application for being admitted to the membership or registered for a candidate member shall be examined by the Supervisory Board within three months from the receipt of a respective application and the decision shall be made known to the applicant.
Business names of the undertakings who have submitted an application shall be published in the newsletter of the Association.
4.2. The application shall be accompanied by documents confirming registration in the Commercial Register, a certificate about the payment of the admission fee and documents certifying its economic activities and true financial situation according to the procedure established by the Council.
4.3. When the Supervisory Board refuses to admit an undertaking to the membership or register him as a candidate member, the Supervisory Board need not justify its decision and the paid admission fee shall be returned to the undertaking within two months of the decision.
4.4. The members of the Association have the right to address the Council in cases when the Supervisory Board - on admitting to membership or registering as a candidate member - has breached the provisions of the law or these Articles of Association.
4.5. Business names of the undertakings registered as candidate members or admitted as members shall be published in the newsletter of the Association.
Article 5. Rights of members and candidate members
5.1. A member of the Association has the right to:
5.1.1. participate in the sessions of the General Assembly or as an observer in the sessions of the Council;
5.1.2. elect and be elected as member of the Council, Supervisory Board or Auditing Committee;
5.1.3 inquire and get information from the Council, Supervisory Board, Management Board or Auditing Committee about matters concerning the activities of the Association;
5.1.4. use services rendered by the Association;
5.1.5. participate in the events organised by the Association;
5.1.6. make proposals and give opinions to improve the work of the Association;
5.1.7. withdraw from the Association, informing the Supervisory Board of his or her decision in writing;
5.1.8. on withdrawal from the Association, to get back the funds paid in as a deposit after having performed one's duties due to the Association.
5.2. Candidate members and members of the Association have equal rights except the right to vote at the sessions of the General Assembly and the Council and to elect or be elected to the membership of the Council, Supervisory Board or Auditing Committee.
Article 6. Obligations of members and candidate members
6.1. Members and candidate members of the Association are obliged to:
6.1.1. comply with these Articles of Association and perform the decisions of the General Assembly and other managing bodies made within the limits of their competence;
6.1.2. give true information about themselves;
6.1.3. inform the Association of their address, numbers of communication means and the names of persons authorised to represent them and without delay inform of any changes therein;
6.1.4. immediately inform the Association of adoption of any resolution on their reorganisation, merger, division or termination of activities as a legal entity, as well as of any change in the ownership if the participation of such owners is 10% or more;
6.1.5. pay by the due date of payment the membership fee or candidate membership fee of the Association to the full extent, the amount and the payment procedure of which shall be fixed by the Council, as well as perform other financial obligations to the Association arising from being a member of the Association or using the services of the Association.
Article 7. Withdrawal of a member and a candidate member
7.1. A member or a candidate member of the Association shall have the right to withdraw from the Association any time on the basis of a written application which shall be addressed to the Supervisory Board thirty (30) calendar days in advance. The member or the candidate member shall be deemed as withdrawn from the Association on the lapse of the advance notification period.
7.2. The withdrawal from the Association does not exempt the member or the candidate member from the obligation to pay the membership fee or candidate membership fee for the economic year when the application was presented, and from any other monetary obligations to the Association which arose during the time of being a member or candidate member of the Association. The member or candidate member who has withdrawn from the Association shall have no right to reimbursement of admission fee, membership fee or candidate membership fee nor any right to the property of the Association except to the unused monetary funds paid by him or her as deposit.
Article 8. Exclusion of a member or deletion of a candidate member from the register
8.1. The Supervisory Board may exclude a member from the Association or delete a candidate member from the register, if he or she:
8.1.1. has not paid the membership fee by the due payment date or candidate membership fee after the respective written reminder within one month;
8.1.2. does not perform his or her duties pursuant to the Articles of Association and the decisions of managing bodies of the Association;
8.1.3. has been deprived of the right to carry out road transport;
8.1.4. has impaired the Association a great deal;
8.1.5. has had bankruptcy proceedings declared against him or her
8.2. The withdrawal of a member from the Association or the deletion of a candidate member from the register shall be resolved by the Supervisory Board and the latter shall immediately inform the member or candidate member of the decision on his or her withdrawal from the Association or the deletion from the register and of the reasons thereof.
8.3. The member or the candidate member shall be deemed as excluded from the Association or deleted from the register after the lapse of thirty (30) days from the issue of the respective decision by the Supervisory Board. In case the member excluded from the Association or the candidate member deleted from the register makes up for the failure during the named period, or acquires the right to perform road transport, the Supervisory Board may restore his or her rights in the Association on the basis of a written application.
8.4. If the member or the candidate member does not agree with the decision of the Supervisory Board, he or she shall have the right to demand that the Council decide the exclusion from the Association or the deletion from the register. The member excluded from the Association or the candidate member deleted from the register shall inform the Supervisory Board in writing of his or her disagreement with the decision of the Supervisory Board within thirty (30) days. The member excluded from the Association or the candidate member deleted from the register shall have the right to use the services of the Association and enjoy their advantages until the session of the Council.
8.5. In case the exclusion of the member from the Association or the deletion of the candidate member from the register is resolved by the Council, he or she shall be deemed as excluded from the Association or deleted from the register from the date of passing the decision by the Council.
8.6. The exclusion from the Association or the deletion from the register does not exempt the member or the candidate member from monetary obligations to the Association which arose during the time of being the member or candidate member including the payment of the membership fee or candidate membership fee for the accounting year when they were excluded from the Association or deleted from the register. The member who has been excluded from the Association or the candidate member deleted from the register shall have no right to reimbursement of admission fee, membership fee or candidate membership fee nor any right to the property of the Association except to the unused monetary funds paid by him or her as deposit.
III MANAGEMENT
Article 9. Managing and supervisory bodies, structure
9.1. The General Assembly shall be the highest body of the Association.
9.2. The management bodies of the Association shall be:
9.2.1. Council
9.2.2. Supervisory Board
9.2.3. Management Board
9.3. The General Assembly, the Council, the Supervisory Board and the Management Board may set up committees and working groups to handle certain tasks, problems and matters.
9.4. The working body of the Association shall be the Secretariat managed by the Management Board.
9.5. The auditing body of the Association shall be the Auditing Committee. To audit the financial statements and activities report of the Association, an auditor shall be nominated by the Council.
9.6. A periodical newsletter shall be issued by the Secretariat of the Association which shall be available to all members and candidate members to make suggestions and give their opinions. The newsletter shall also publish decisions on admission to the membership or candidate membership, withdrawal and exclusion, as well as minutes of the sessions of the Council and the Supervisory Board and materials presented to the General Assembly.
9.7. To ensure democratic management of the Association and to take into consideration the opinions of the members, the managing bodies of the Association shall arrange surveys to pass resolutions on matters which are substantial for the Association, and the Supervisory Board and the Management Board shall be obliged to take into consideration the results of such surveys if more than one-half of the members have participated in the survey.
IV GENERAL ASSEMBLY
Article 10. General Assembly
10.1. The highest body of the Association is the general meeting of the members which is called the General Assembly. The sessions of the General Assembly are ordinary and extraordinary.
10.2. An ordinary session of the General Assembly shall be called by the Management Board at least once every two years pursuant to the procedure provided by the Articles of Association.
10.3. An extraordinary session of the General Assembly shall be called if it is demanded by at least 1/10 of the members of the Association, the Council or the Auditing Committee.
10.4. If the Management Board does not call an extraordinary session of the General Assembly within two months from the time the demand set out in Clause 10.3 was presented, those having presented the demand shall have the right to convene the extraordinary session of the General Assembly themselves pursuant to the same procedure as the Management Board would have used.
Article 11. Notice of calling the General Assembly
11.1. The Management Board shall send a notice of the time, place and agenda of the session of the General Assembly, to the members and candidate members of the Association at least fourteen (14) days prior to the session of the General Assembly to the latest address indicated.
11.2. The notice calling the session of the General Assembly shall be published in the newsletter of the Association at least thirty (30) days prior to the session of the General Assembly.
Article 12. Competence of the General Assembly
12.1. The General Assembly shall be competent to:
12.1.1. amend the Articles of Association;
12.1.2. change the objectives of the Association;
12.1.3. decide on merger, division and dissolution of the Association;
12.1.4. decide on other matters which are not placed to the competence of other managing bodies by law or the Articles of Association.
Article 13. Procedure of the session of the General Assembly
13.1. The General Assembly shall be competent to adopt resolutions if more than 40 % of the members participate or are represented therein.
13.2. If the General Assembly has no required quorum to pass resolutions, a new session of the General Assembly with the same agenda shall be called within two weeks at the time fixed by the Management Board. The new session of the General Assembly so called shall be competent to adopt resolutions regardless of the number of members participating or being represented at the session of the General Assembly.
13.3. The General Assembly shall be competent to adopt resolutions on matters announced upon calling the General Assembly.
13.4. By the wish of the majority of the voting members participating in the session of the General Assembly, the General Assembly may bring up for discussion any matters concerning the activities of the Association.
13.5. The draft resolutions being presented to the General Assembly shall be published at least two (2) weeks prior to the session of the General Assembly.
13.6. The sessions of the General Assembly shall be chaired by the President or a member of the Supervisory Board replacing him or her.
Article 14. Resolution of the General Assembly
14.1. Resolutions of the General Assembly shall be adopted if more than one-half of the members or their representatives participating in the General Assembly are in favour, except in cases provided by Clauses 12.1.1 and 12.1.3. of Article 12 of these Articles of Association, setting out resolutions, the adoption of which requires more than 2/3 of the votes of the members participating in the session of the General Assembly, and in the case provided for by Clause 12.1.2, the adoption of which requires at least 9/10 of the votes of the members, and in other cases provided by law.
14.2. Voting may be open or secret according to the decision of the General Assembly.
14.3. A resolution of the General Assembly shall be deemed as adopted without calling the General Assembly if all the members of the Association vote for the resolution in writing.
14.4. Each member of the Association has one vote at the General Assembly. A member may not vote if conclusion of a transaction with him or her or a person having the same economic interest as he or she, or assertion of a claim against the member or a person related to him, or renouncing it, is being decided.
V COUNCIL
Article 15. Membership
15.1. In the period between the sessions of the General Assembly, the tasks of the General Assembly shall be performed by the meeting of representatives called the Council.
15.2. The number of members of the Council shall be from one twentieth (1/20) to one tenth (1/10) of the number of the members of the Association. The members of the Council shall be elected by the members of the Association from among their representatives. A candidate member of the Council shall present to the Supervisory Board the supporting signatures of ten (10) members of the Association. A member of the Association has the right to give one supporting signature. The Management Board shall check the presented documents and authorizations and publish the results of the elections within thirty (30) days at the latest in the newsletter of the Association.
15.3. The powers of a member of the Council shall be valid until this member of the Council is legally entitled to represent the member of the Association whom he was elected to represent at the Council. Upon losing the representative right or if the member has withdrawn or been excluded from the Association or has lost three (3) supporters, the powers of the member of the Council shall become void and the members of the Association who had elected him or her shall have the right to elect a new member of the Council.
Article 16. Competence of the Council
16.1. The Council is competent to:
16.1.1. elect and remove the members of the Supervisory Board and the President of the Association;
16.1.2. determine the amount of remuneration and the procedure of remunerating the members of the Supervisory Board and the President;
16.1.3. determine the amount and the payment procedure of admission fee, membership fee and candidate membership fee;
16.1.4. elect members of the Auditing Committee and approve the statutes;
16.1.5. to determine the amount of remuneration and the procedure of remunerating the members of the Auditing Committee;
16.1.6. approve the activities report of the Association, annual financial statements and auditor's statement and report of the Auditing Committee;
16.1.7. approve the activities report and budget for the next year presented by the Supervisory Board;
16.1.8. form funds by the Association;
16.1.9. resolve the conclusion of a transaction with members of the Supervisory Board or Management Board or laying a claim against them and to appoint a representative of the Association in such transaction or claim;
16.1.10. resolve founding of commercial undertakings by the Association or participation in them in the interests of the members of the Association;
16.1.11. resolve acquisition and transfer of immovables and their encumbrance with real rights;
16.1.12. resolve joining the membership of other organizations;
16.1.13. nominating an auditor.
Article 17. Session of the Council
17.1. Sessions of the Council are held when necessary but at least twice (2) a year. A session of the Council shall be called by the Management Board commissioned by the Supervisory Board, notifying the members of the Council of the time and place of the session at least fourteen (14) days prior to the session. The members of the Association shall have the right to attend sessions of the Council.
17.2. A session of the Council shall be competent to adopt resolutions if at least half of the members of the Council participate therein. The resolutions of the Council shall be adopted by simple majority of votes of the members of the Council present. The Management Board may participate in the session of the Council.
17.3. A session of the Council shall be presided over by the President or a member of the Supervisory Board substituting him.
VI SUPERVISORY BOARD
Article 18. Membership
18.1. The Supervisory Board consists of nine members. Members of the
Supervisory Board shall be elected by the Council from among the members of the Association or their representatives. The Supervisory Board consists of the President and eight members.
18.2. The Council shall elect a President in the capacity of the Chairman of the Supervisory Board who shall organize and manage the work of the Supervisory Board.
18.3. A member of the Supervisory Board shall be elected for a term of three years. Every year one third of the membership of the Supervisory Board shall be renewed. A member of the Supervisory Board may be elected successively into one membership of the Supervisory Board. The President may be re-elected for a second term.
18.4. The powers of a member of the Supervisory Board shall be valid until this member of the Supervisory Board is entitled to represent a member of the Association. In case a member of the Supervisory Board has no right to represent a member of the Association, or if a member has withdrawn or been excluded from the Association, he or she shall be substituted by the candidate who is the next in order to have received majority of the votes at the elections of the Supervisory Board. Anyone who has been a substituting member for less than a year may be a candidate for a second term.
Article 19. The competence of the Supervisory Board
19.1. The Supervisory Board shall plan the activities of the Association to achieve its aims, organise the management of the Association and supervise the activities of the Management Board. The Supervisory Board shall prepare an action plan for the Association and present it with the budget for the next year to the Council for approval. The Supervisory Board shall submit the activities report, annual financial statements and auditor's statement of the Association to the Council.
19.2. The Supervisory Board shall be competent to:
19.2.1. examine applications for admission to the membership and for registration as candidate members and take decisions;
19.2.2. examine and approve resignations of members or candidate members, decide on exclusion from the Association and deletion from the register;
19.2.3. appoint the Management Board of the Association, and conclude an agreement with the Management Board;
19.2.4. decide on acquisition, transfer and encumbrance of registered movables with real rights;
19.2.5. check the financial state of the Association, change the budget within the limits of the budget concerning the items of expenditure, if necessary;
19.2.6. take and secure loans and debt obligations reaching beyond the limits of the confirmed budget.
Article 20. Session of the Supervisory Board
20.1. Sessions of the Supervisory Board shall be held when necessary but at least once a month. A session shall be called by the Management Board commissioned by the President or a member of the Supervisory Board substituting him, notifying the members of the Supervisory Board of the time and place of the session at least five (5) days in advance.
20.2. A session of the Supervisory Board is competent to adopt resolutions if at least two thirds (2/3) of the members of the Supervisory Board participate therein. The resolutions of the Supervisory Board shall be adopted by simple majority of votes of the members present. The session of the Supervisory Board is attended by the Secretary General.
20.3. A session of the Supervisory Board is presided over by the President or a member of the Supervisory Board substituting him.
VII MANAGEMENT BOARD
Article 21. Management Board
21.1. The Supervisory Board shall appoint, at the proposal of the President, a Secretary General in the capacity of the Chairman of the Management Board who shall organize current activities of the Association and secretariat and act as a sole representative of the Association.
21.2. On the proposal of the Secretary General, the Supervisory Board shall nominate up to four (4) members of the Management Board. Two members of the Management Board shall have a right to represent the Association jointly.
21.3. Members of the Board may not be related to or have economic interest in a commercial undertaking performing road transport nor be a member in its managing body.
21.4. The Management Board shall be competent to:
21.4.1. form a secretariat, organise its work and be responsible for the efficiency of the secretariat;
21.4.2. organise the performance of decisions adopted by the General Assembly and managing bodies of the Association;
21.4.3. organise publishing and distributing of the newsletter of the Association;
21.4.4. arrange the accounting;
21.4.5. prepare and submit to the Supervisory Board the activities report and financial statements;
21.4.6. prepare and submit the budget to the Supervisory Board;
21.4.7. represent the Association and conclude agreements on behalf of the Association.
VIII AUDITING COMMITTEE
Article 22. Membership
22.1. The Auditing Committee consists of three members, who are members of the Association or their legal representatives. The Auditing Committee shall elect from among its members the Chairman of the Auditing Committee.
22.2. The Council shall elect the Auditing Committee for two years and approve the Statutes of the Auditing Committee. A member of the Auditing Committee may perform two successive terms of office.
22.3. A member of the Auditing Committee may not be a member of the Supervisory Board or the Management Board at the same time.
Article 23. The competence of the Auditing Committee
23.1. The Auditing Committee shall be competent to control the activities of the Association and shall present a report on their work to the Council.
23.2. The Auditing Committee shall be obliged to answer the inquiries of the members concerning the activities of the Association within thirty (30) days.
IX FINANCES
Article 24. Funds
24.1. The funds of the Association are formed by:
24.1.1. admission fees;
24.1.2. annual membership fees;
24.1.3. service fees;
24.1.4. income from assets owned by the Association;
24.1.5. deposits paid by members and candidate members.
24.2. The accounting year of the Association begins on 1 January and ends on 31 December.
24.3. The Management Board shall have the right to use the funds of the Association in the scope provided by the budget. The Management Board shall submit, by 31 October at the latest, to the Supervisory Board for review a balanced budget for the next year with its justified arguments for making expenses.
X TERMINATION OF ACTIVITIES
Article 25. Termination of activities
25.1. The activities of the Association shall be terminated on the grounds of:
25.1.1. a resolution of the General Assembly;
25.1.2. bankruptcy proceedings initiated against the Association;
25.1.3. other grounds provided by law.
Article 26. Liquidators
26.1. Upon passing a resolution on terminating the activities of the Association, liquidators shall be elected by the General Assembly and the date of the last session shall be fixed. The General Assembly shall determine the amount and the payment procedure of the remuneration of liquidators. In case of compulsory termination, the liquidators shall be appointed by court.
26.2. The powers of the Management Board shall terminate upon adoption of the liquidation resolution. The Management Board shall hand over the management and the property to the liquidators within the term provided by law. The liquidators shall have the rights and duties of the members of the Management Board provided by law.
26.3. The liquidators may perform only those transactions which are necessary for the liquidation of the Association. The results of the activity of the liquidators shall be revealed in the final report which shall be submitted to the last session of the General Assembly for the approval.
26.4. The liquidators shall terminate the activities of the Association, collect the debts, sell the Association's property, satisfy the claims of the creditors, and after satisfaction of the claims of the creditors, distribute the remaining property on conditions and pursuant to the procedure prescribed by the General Assembly, among the members in accordance with the contribution of a member or a candidate member to the creation of the funds of the Association.
26.5. If the property of the Association is not sufficient to satisfy all the claims of the creditors, the liquidators shall present a bankruptcy petition.
Article 27. Merger and division of the Association
27.1. Merger or division of the Association shall be resolved by the General Assembly if 2/3 of the votes of the members who participate in the session are in favour. Merger and division of the Association shall be performed pursuant to the procedure provided by law.
These Articles of Association were adopted at the General Assembly on 23 April 2002.
