Articles of Association of Non-Profit Association Connect Estonia
Approved on June 10, 2002
Amended on October 28, 2003 and on May 26, 2005 and on May 30, 2006
1. GENERAL PROVISIONS
1.1. The name of the Non-Profit Association shall be Connect Eesti Non-Profit Association and its short form MTÜ Connect Eesti, (hereinafter referred to as “the Association”). The name “Connect Estonia” shall be used in English communication.
1.2. The location of the Association shall be Tallinn.
1.3. The Association shall be a voluntary union of legal persons and natural persons active within the fields of research and development, technology, consulting and financing.
1.4. The Association is a legal person in private law, which activities are subject to the Act of Non-Profit Associations of the Republic of Estonia, other acts and the present Articles of Association (hereinafter referred to as “Articles”).
1.5. The Association shall be responsible for fulfilment of its obligation with its assets. Members of the Association shall not be responsible for fulfilling the obligations of the Association
1.6. The objectives of the Association are:
1.6.1. to contribute to the provision of business education on voluntary basis in the public interests;
1.6.2. to contribute to the growth of innovative and technology-based companies;
1.6.3. to offer support services for start-up companies and researchers;
1.6.4. to promote the development of business contacts between Estonia and other countries;
1.6.5. to assist members of the Association and their employees in the field of training;
1.6.6. to collect and forward information regarding the establishment of growth companies, business consulting, investments of venture capital and other investments to its Members and the general public;
1.6.7. to develop other activities necessary for or profitable to Members in accordance with the objectives of the Association presented in the Articles;
1.7. The executive bodies of the Association shall be the General Meeting, the Supervisory Board and the Management Board. The Association may form other bodies (such as committees and departments) in order to fulfil its statutory objectives.
1.8. The Association shall not aim its activities at acquiring profits through economic activities. The Association may use its profits only to achieve the objectives presented in Article 1.6. The Association shall not divide profits between its Members.
1.9. Association’s activities shall be based on the following principles:
1.9.1. equal vote of members;
1.9.2. voluntariness and non-transferability of membership;
1.9.3. obligations of Members arising only from the Articles;
1.9.4. neutrality.
2. MEMBERSHIP
2.1. The Association shall have Members who shall proceed from the Articles in their activities.
2.2. The following persons may be Members of the Association, provided that they shall observe the Articles and abide by the decisions made by the General Meeting:
2.2.1. legal persons who have been active for at least 1 (one) year;
2.2.2. natural persons.
2.3. Members shall be accepted by the Supervisory Board of the Association based on the written application of the person. Membership shall begin from the moment the application has been satisfied by the Supervisory Board. The Supervisory Board shall not be obliged to motivate its decision of acceptance or non-acceptance.
2.4. A Member shall have the right to terminate the membership by a written application. Membership shall be terminated 1 (one) month after submission of the application to the Management Board.
2.5. A Member may be excluded from the Association by the decision of the Management Board, validated with the approval of the Supervisory Board, in case of:
2.5.1. a substantial breach of the Articles;
2.5.2. failure to pay the membership fee in time;
2.5.3. recurrent disregard of a decision of the General Meeting, the Supervisory Board or the Management Board;
2.5.4. the Member having knowingly submitted incorrect information as a result of which the acceptance of said Member to the Association was not rightful.
2.6. Termination of membership shall not exempt the Member from paying the membership fee owed at the time of termination of membership. Advance payments shall not be returned to the Member.
2.7. In case of dissolution of a legal person or death of a natural person the membership of said person shall be terminated.
2.8. The amount and order of payment of the membership fee shall be decided by the General Meeting.
2.9. A person whose membership has been terminated shall have no right to the assets of the Association.
3. RIGHTS AND OBLIGATIONS OF MEMBERS
3.1. All Members of the Association shall have equal rights unless otherwise established by the Articles.
3.2. A Member has the right to:
3.2.1. take part in the activities of the Association in order to achieve the objectives of the Association;
3.2.2. participate in the General Meeting;
3.2.3. elect and authorize its representatives to be elected as Members of the executive bodies of the Association (only a Member who is a legal person may have representatives in the executive bodies of the Association);
3.2.4. submit proposals to the executive bodies of the Association regarding the activities of the Association and its Members;
3.2.5. use the services of the Association preferentially;
3.2.6. use the system of symbols of the Association;
3.2.7. receive information regarding the activities of the Association;
3.2.8. take part in the division of assets of the Association at the termination of the Association;
3.2.9. terminate its membership in the Association.
3.3. Members shall also have other rights established by the Articles or by law.
3.4. Members shall have the obligation to:
3.4.1. observe the Articles;
3.4.2. abide by the decisions of the General Meeting, the Supervisory Board and the Management Board which are in accordance with the Articles;
3.4.3. make timely payments of membership fees in the correct amount;
3.4.4. preserve and use the assets of the Association in an economical manner;
3.4.5. refrain from actions which impairs or may impair the reputation of the Association;
3.4.6. inform the Management Board of change in Member’s information (name, personal ID number or registry code, address) in writing in order for the information in the list of Members to be amended.
3.5. The Members shall not have obligations regarding assets by the resolution of the General Meeting, the Supervisory Board or the Management Board other than the obligation to pay the membership fee.
4. MANAGEMENT
4.1. The highest executive body of the Association shall be the General Meeting. The Association shall be managed and represented by the Supervisory Board and the Management Board according to the authority proceeding from the Articles and the law.
4.2. The General Meeting
4.2.1. The General Meeting shall be the superior body of the Association acting in accordance with the law and the Articles;
4.2.2. The General Meeting shall:
4.2.2.1. supplement and amend the Articles;
4.2.2.2. elect and recall members of the Supervisory Board;
4.2.2.3. elect an internal auditing committee or a certified auditor, if necessary;
4.2.2.4. decide the engagement in a business transaction with a Member of the Supervisory Board or the Management Board or the filing of a claim against such Member and appoint a person to represent the Association in said transaction or claim;
4.2.2.5. approve the annual report of the Association and the report of the auditing committee and/or the auditor;
4.2.2.6. approve the establishment and use of foundations;
4.2.2.7. terminate the Organization.
4.2.3. Ordinary General Meeting shall be convened annually by the Management Board after the approval of the Supervisory Board. The notice of the General Meeting shall be sent to Members of the Association at least 14 (fourteen) days prior to the General Meeting. The notice shall specify the agenda of General Meeting
4.2.4. Extraordinary General Meeting shall be convened by the Management Board, if requested so by at least 1/10 (one tenth) of the Association’s Members or by 2 (two) Supervisory Board’s Members who have presented a written request showing a reason for convening an extraordinary General Meeting. The notice of the extraordinary General Meeting shall be sent to Members at least 10 (ten) days prior to the extraordinary General Meeting.
4.2.5. The Member or a representative of the Member may take part in and vote in the General Meeting. The representative must have a written proxy. Only another Member of the Association may be the representative of a Member.
4.2.6. The General Meeting shall be authorized to make decisions if convened in accordance to the law and the Articles.
4.2.7. The decisions of the General Meeting regarding the amendment of the Articles and the dissolution, merger or division of the Association shall be adopted with a 2/3 (two thirds) majority of votes. In other matters the decisions shall be taken with simple majority (more than half of the votes of the Members present).
4.2.8. Each Member shall have one vote. A Member may not vote in case the Association decides to engage in a business transaction with the Member or with a person with the same financial interests as the Member or the commencement or termination of a lawsuit against such Member.
4.2.9. A Member of the Association, who is also a Member of the Management Board or the Supervisory Board, does not have the right to vote when deciding the filing of a claim against said Member.
4.3. The Supervisory Board
4.3.1. The Supervisory Board shall be the body with the task of planning long-term activities of the Association, advise the activities of the Management Board and make decisions regarding matters, which do not fall under everyday activities.
4.3.2. The Supervisory Board shall decide the acceptance of the memberships into the Association.
4.3.3. The Supervisory Board shall decide the disposal of real estate and registered chattels.
4.3.4. The Supervisory Board shall decide the conducting of a business transaction with a Member of the Management Board or filing a claim against a Member of the Management Board and shall appoint the representative of the Association for the said transaction or claim.
4.3.5. The Supervisory Board shall Elect Management Board.
4.3.6. The Supervisory Board shall establish the regulations of the Management Board.
4.3.7. The General Meeting shall elect 4 (four) to 14 (fourteen) Supervisory Board Members.
4.3.8. The Supervisory Board shall be elected for the maximum period of two years.
4.3.9. Members of the Supervisory Board shall elect the Chairman of the Supervisory Board.
4.3.10. Meetings of the Supervisory Board shall take place at need, but no less than twice a year.
4.3.11. Meeting of the Supervisory Board shall be called in case at least 2 (two) Members of the Supervisory Board, the Management Board or 1/10 (one tenth) of the Members of the Association shall so request.
4.3.12. The Meeting of the Supervisory Board shall have quorum in case at least half of the Members of the Supervisory Board shall take part in the Meeting.
4.3.13. The Supervisory Board shall make decisions by a simple majority.
4.3.14. The Supervisory Board shall make a decision without convening a Meeting in case all Members of the Supervisory Board shall be in favour of this in writing.
4.3.15. Minutes of the Meeting shall be taken. Minutes of the Meeting shall be signed by the Chairman of the Supervisory Board and by the Secretary of the Meeting.
4.4. The Management Board
4.4.1. The Management Board shall be the permanent executive and administrative working body of the Association, the competence, structure and tasks thereof shall be determined by the Articles and decisions of the Supervisory Board.
4.4.2. The Management Board shall be elected by the Supervisory Board.
4.4.3. The Management Board shall consist of 1 (one) to 4 (four) members.
4.4.4. The Management Board shall be elected for the maximum period of two (2) years. A member of the Management Board may be recalled at any time, irrespective of the reason.
4.4.5. The Management Board shall be accountable to the Supervisory Board and the General Meeting.
4.4.6. The Management Board shall elect a Chairman of the Management Board.
4.4.7. The Management Board shall:
4.4.7.1. assure the carrying out of the decisions of the General Meeting and the Supervisory Board;
4.4.7.2. draft the agenda of the General Meeting and forward the agenda to the Supervisory Board for approval;
4.4.7.3. prepare the annual report of the Association to be presented to the General Meeting. The annual report must be approved by the Supervisory Board before being presented to the General Meeting;
4.4.7.4. organize the acquiring and transfer of assets of the Association;
4.4.7.5. deal with membership applications and make proposals to the Supervisory Board regarding the acceptance of new Members and deciding the termination of membership;
4.4.7.6. Prepare and up-date the list of Members of the Association and preserve such information;
4.4.7.7. organize the bookkeeping of the Association in accordance with the law;
4.4.7.8. represent the Association and conclude agreements within the authority endowed by the Supervisory Board.
4.4.8. The Management Board shall have a quorum in case if more than half of the Board’s Members take part in the meeting.
4.4.9. Decisions of the Management Board shall be made with a simple majority of votes.
4.4.10. A Member of the Management Board may not vote in case an issue is to be decided regarding the Member or a person with the same financial interests as said Member or conducting of a business transaction or commencing or terminating a lawsuit against said person.
4.4.11. Minutes of the Management Board’s Meeting shall be taken.
4.4.12. Each Member of the Board may represent the Association in all legal actions.
4.4.13. Board’s Meetings shall take place at need, but at least once every month.
4.4.14. The Management Board may make decisions without convening a Meeting in case all Board’s Members vote in favour of the decision in writing.
5. OTHER WORKING BODIES
5.1. Working Committees
5.1.1. The Management Board may appoint topical Working Committees for organizing events or developing the activities of the Association
5.1.2. The Supervisory Board’s Member, the Management Board or at least 3 (three) Members of the Association may propose to form a Working Committee.
5.1.3. The Supervisory Board shall approve the general framework of activities of the Working Committees.
5.2. Sections
5.2.1. The Supervisory Board may form regional sections by its decision.
5.2.2. Competence of sections shall be established by the decision of the Supervisory Board.
5.3. Working Committee and Section are not legal persons.
6. FORWARDING OF NOTICES
Notices regarding the Association shall be sent to Members in writing or via e-mail.
7. ECONOMIC ACTIVITIES
7.1. The proceeds of the Association comprise of the following:
7.1.1. membership fees;
7.1.2. rendering of services;
7.1.3. target financing by supporting members;
7.1.4. other sources.
7.2. The Association shall assist its Members in introducing new technologies and innovative solutions and applications by organizing exhibitions, seminars, conferences and other public events.
7.3. The Association may render other services such as organizing partnership events, training and retraining events and consulting, advertising and coordination of projects for Members of the Association and other persons.
7.4. The assets of the Association may only be used in accordance with the objectives established in the Articles.
8. REPORTING
8.1. The financial year of the Association shall commence on the 1st of January and shall end on the 31st of December.
8.2. The Management Board shall present the General Meeting the annual report, which shall be in accordance with the law, 6 (six) months after the end of the financial year at the latest. The annual report shall consist of the following:
8.2.1. activities report;
8.2.2. annual accounts.
8.3. The annual report shall be approved by the General Meeting.
9. SUPERVISION AND AUDIT
9.1. Economic activities of the Association shall be supervised by an Auditor and/or auditing committee under the decision of the General Meeting, if necessary.
9.2. The competence and principles of activities of the auditing committee designated by the General Meeting shall be established by the Supervisory Board.
10. OTHER PROVISIONS
10.1. The Association shall be dissolved:
10.1.1. under the decision of the General Meeting;
10.1.2. in case the number of Members reduces to less than 5 (five);
10.1.3. in case of inability of the General Meeting to appoint Members of bodies designated by the law or the Articles;
10.1.4. under other reason established by the law or the Articles.
10.2. Dissolution of the Association shall be decided by the General Meeting. The decision to dissolve the Association shall be adopted in case at least 2/3 (two thirds) of the Members who participate or are represented at the Meeting are in favour of termination.
10.3. Termination of the Association’s activity and liquidation thereof shall proceed according to law. The Management Board’s Members shall be Liquidators of the Association.
10.4. In case of termination of the Association’s activity, the assets of the Association shall be handed over pursuant to the decision of the General Meeting to another non-profit organisation, foundation, legal person in public law, state, or local government.