Statutes
The Association's statutes and operating principles.
1. General provisions
1.1. The Estonian Merchants' Association (Estonian Traders' Association) is a non-profit association operating on the basis of voluntary membership, uniting legal persons, organisations and institutions engaged in trade.
1.2. The seat of the Estonian Merchants' Association (hereinafter the Association) is Tallinn, Republic of Estonia.
1.3. The Association is governed in its activities by these Statutes and the legislation of the Republic of Estonia.
1.4. The Association is a private-law legal person with its own assets, bank account and emblems.
2. Objectives
2.1. The purpose of the Association is to represent its members in relations with the legislative and executive branches and with employee representatives, to protect members' interests, and to represent member companies and organisations both in Estonia and abroad.
2.2. To achieve its purpose, the Association pursues:
2.2.1. compliance with the requirements of progressive and fair competition, fair trade practices and business ethics;
2.2.2. the development of cooperation beneficial to members with Estonian employers' associations and their federations;
2.2.3. the development of cooperation and information exchange beneficial to members with similar associations in other countries and their international federations, supporting in every way the expansion of international contacts between businesses;
2.2.4. the conclusion, on behalf of the employers united in the Association, of agreements with organisations representing employees in the retail sector;
2.2.5. the promotion of cooperation with producers and their representatives;
2.2.6. participation in the drafting of legislation affecting the Association and its membership and the submission of proposals;
2.2.7. the conduct of market and customer research;
2.2.8. the dissemination of economic and legislative information to the Association's members;
2.2.9. the training of members and the promotion of vocational education.
2.3. The Association is entitled to:
2.3.1. become a member of other associations and unions;
2.3.2. organise events related to members' interests (provide training, hold seminars, publish advertising, issue publications, etc.);
2.3.3. conclude contracts with legal persons and individuals of the Republic of Estonia and foreign countries relating to its principal activity, and carry out the transactions necessary for that purpose.
3. Membership
3.1. Participation in the Association's work is possible either as an ordinary member or as a supporting member of the Association. In these Statutes, "member" hereinafter refers to both ordinary and supporting members, unless otherwise specified.
3.2. Members of the Association may be legal persons, organisations and institutions registered in accordance with the procedure established in the Republic of Estonia and engaged in trade or supporting the trade sector, that recognise and comply with the Statutes of the Association, pay the membership fee and adhere to or support the Good Trade Practice approved by the General Meeting.
3.3. All persons referred to in clause 3.2 may become supporting members of the Association.
3.4. Ordinary members of the Association have equal rights and obligations directly arising from these Statutes. Supporting members do not have voting rights at the General Meeting compared with ordinary members, nor may supporting members exercise the rights laid down in clauses 4.1.2 and 4.1.7 of these Statutes. The procedure and amount of membership fees for ordinary and supporting members are laid down by the General Meeting in the relevant rules.
4. Rights and obligations of an Association member
4.1. A member of the Association has the right to:
4.1.1. participate, through its representative, in the General Meeting of the Association;
4.1.2. be elected, through its representative, to the Board of the Association;
4.1.3. participate in the protection and representation of employers' interests as part of the Association's delegation in negotiations and consultations with employee organisations;
4.1.4. receive information about the Association's activities and use the Association's services;
4.1.5. take part in all events organised by the Association;
4.1.6. submit proposals to the General Meeting, the Board and the Managing Director on matters concerning the Association's activities;
4.1.7. use the Association's symbols in accordance with the established rules.
4.2. A member of the Association is obliged to:
4.2.1. comply with the Statutes of the Association and implement the resolutions of the General Meeting;
4.2.2. provide all-round assistance in achieving the objectives of the Association;
4.2.3. notify the Board of any merger, division or termination of the member;
4.2.4. pay the entrance fee and membership fee in the amount and in accordance with the procedure laid down by the General Meeting.
4.3. All rights and obligations of a member apply to a supporting member of the Association, subject to the restrictions set out in clause 3.4 of the Statutes.
5. Admission as a member
5.1. A person meeting the conditions set out in clause 3.2 wishing to become a member of the Association shall submit an application to the Board of the Association, by which it also confirms that its business activity complies with the Good Trade Practice.
5.2. The Board shall consider the application for membership of the Association at the meeting following the submission of the application.
5.3. The Board of the Association shall decide whether to grant or deny the application for membership of the Association.
5.4. A person acquires the rights and obligations of a member of the Association after the Board has taken a corresponding resolution.
6. Withdrawal and exclusion of a member
6.1. A member of the Association has the right to withdraw from the Association on the basis of an application.
6.1.1. A member of the Association is deemed to have withdrawn as of the day on which the Board takes the corresponding resolution.
6.2. By resolution of the Board of the Association, a member may be excluded from the Association if the member significantly damages the interests and activities of the Association, fails to fulfil the statutory obligations of the Association, or in the case of activities contrary to Good Trade Practice.
6.2.1. A member is deemed to have been excluded as of the day on which the Board takes the corresponding resolution.
6.3. Upon withdrawal from or exclusion from the Association, the entrance fee and the membership fee are not refunded.
6.4. Upon withdrawal or exclusion, the member must cease using the Association's symbols as from the end of membership. After membership has ended, the member is obliged to compensate the Association for any damage caused by the use of the Association's symbols.
7. Governance
7.1. General Meeting
7.1.1. The highest body of the Association is the General Meeting of members.
7.1.2. The General Meeting has the right to adopt resolutions on all matters concerning the Association's activities.
The exclusive competence of the General Meeting includes:
7.1.2.1. amending and supplementing the Statutes of the Association;
7.1.2.2. appointing and removing members of the Board of the Association;
7.1.2.3. appointing and removing the auditor or chartered auditor;
7.1.2.4. establishing the rules for the membership fee;
7.1.2.5. approving the annual budget;
7.1.2.6. discussing and approving the strategic positions and action plan of the Association;
7.1.2.7. approving the annual report (annual accounts and management report) and the auditor's report;
7.1.2.8. deciding on the reorganisation and termination of the Association's activities.
7.1.3. The General Meeting is convened by the Board at least twice a year.
7.1.4. An extraordinary General Meeting is convened by resolution of the Board or where so required in writing by at least 1/10 of the members of the Association. The Board must convene the extraordinary General Meeting within one month of the request being made.
7.1.5. The Board must give at least 7 (seven) days' notice of the convening of the General Meeting. The notice convening the General Meeting shall state the time and place of the General Meeting and the agenda.
7.1.6. The General Meeting is chaired by the Chairman of the Board or, in his/her absence, by a Board member authorised by the Chairman of the Board.
7.1.7. The General Meeting has a quorum if more than half of the members of the Association are represented at it.
7.1.8. A member of the Association or its representative may attend and vote at the General Meeting. The representative must hold a written power of attorney.
7.1.9. Each member of the Association has one vote.
7.1.10. Resolutions of the General Meeting are adopted by a simple majority of the votes of the members represented at the General Meeting. A resolution on amending the Statutes, on the division or merger of the Association, or on its dissolution is deemed adopted if at least 3/4 of the participants in the General Meeting or their representatives vote in favour of it. The adoption of a resolution to amend the objective set out in the Statutes of the Association requires the consent of 9/10 of the members of the Association.
7.1.11. If the General Meeting does not have the competence to adopt resolutions in accordance with clause 7.1.7 of these Statutes, the Board shall, no later than within 1 (one) month, convene a new General Meeting with the same agenda. At a repeated General Meeting, the General Meeting has a quorum regardless of the number of members in attendance.
7.1.12. The General Meeting has the competence to adopt resolutions on matters announced as agenda items in the convening notice. On matters not announced as agenda items in the convening notice, resolutions may be adopted only if all members of the Association are represented at the General Meeting.
7.2. Board
7.2.1. The Board is a body of at least 5 members appointed by the General Meeting for 2 (two) years, which arranges the implementation of resolutions of the General Meeting and decides matters not assigned by the Statutes to the competence of the General Meeting.
7.2.2. Members of the Board are elected by the members of the Association from among their representatives. Only a member of the management body of an Association member, or an employee of an Association member authorised by the management body of the Association member who has given written consent to that effect, may stand for election as a Board member.
7.2.3. The mandate of a Board member ends prematurely if:
7.2.3.1. the member is excluded from the management body of the Association member, or his/her employment contract with the Association member as whose representative he/she was elected to the Board ends; except where the Association member in question confirms the right of the Board member concerned to continue in the Board as a representative of that Association member;
7.2.3.2. the Association member concerned has withdrawn from or been excluded from the Association.
7.2.4. A Board member may be removed at any time, regardless of the reason, by resolution of the General Meeting, in which case the mandate of the Board member ends prematurely upon removal.
7.2.5. Where the mandate of a Board member ends prematurely, the members of the Association may at the General Meeting elect a new Board member from among the persons referred to in clause 7.2.2 for the remainder of the Board's term. The election of a new Board member upon the premature ending of a current Board member's mandate is mandatory if the minimum 5-member composition referred to in clause 7.2.1 would otherwise not be met.
7.2.6. Where a Board member's mandate ends prematurely, the Board of the Association shall submit an application to the commercial register for the removal of that Board member's data from the Association's registry card.
7.2.7. The Board:
7.2.7.1. represents the Association;
7.2.7.2. resolves day-to-day matters relating to the Association's activities;
7.2.7.3. elects the Chairman of the Board from among the elected Board members;
7.2.7.4. appoints the Managing Director and sets his/her rate of remuneration;
7.2.7.5. determines the composition of the Association's other salaried staff;
7.2.7.6. convenes the General Meeting and submits proposals on the agenda;
7.2.7.7. decides on the admission and exclusion of members of the Association;
7.2.7.8. arranges the Association's accounting;
7.2.7.9. resolves other matters which, on the basis of these Statutes and the legislation in force, do not require the General Meeting to be convened.
7.2.3. A meeting of the Board is held at least once a quarter. The Managing Director of the Association notifies the Board members of the holding of a Board meeting on the instruction of the Chairman of the Board. The notice of the Board meeting forwarded by the Managing Director to the Board members must state the time and place of the meeting and the matters to be discussed. The notice of the Board meeting must be forwarded to Board members at least seven days before the meeting is held.
7.2.4. A meeting has a quorum if more than half of the Board members participate in it. If a Board member is unable to attend the meeting, he/she may be represented by another Board member on the basis of a written power of attorney.
7.2.5. Resolutions of the Board are adopted by a majority of the votes cast in favour. In the event of an equal division of votes, the Chairman of the Board has the casting vote.
7.2.6. The Board has the right to adopt resolutions in writing without convening a Board meeting, if all Board members are in favour.
7.3. Managing Director
7.3.1. The Managing Director is the executive and managing body of the Association in its day-to-day activities.
7.3.2. The Managing Director:
7.3.2.1. arranges the day-to-day work of the Association;
7.3.2.2. ensures the implementation of resolutions of the General Meeting and the Board;
7.3.2.3. maintains contact with members of the Association and provides them with information about the Association's activities;
7.3.2.4. prepares the materials for Board meetings and the General Meeting;
7.3.2.5. is responsible for the performance of the tasks assigned to him/her and arranges the activities of the Association in accordance with the Statutes and the resolutions of the Board;
7.3.2.6. concludes and terminates contracts relating to the day-to-day economic activities of the Association;
7.3.2.7. manages the assets and financial resources of the Association in accordance with the resolutions of the General Meeting and the Board;
7.3.2.8. resolves day-to-day matters of planning, financing and supplying the Association's activities;
7.3.2.9. is accountable to the Board for the organisation of accounting and reporting;
7.3.2.10. reports on his/her activities to the Board.
7.4. Oversight
7.4.1. The General Meeting of the Association appoints an auditor or chartered auditor to oversee the activities of the Association's bodies. The auditor or chartered auditor is appointed for two years.
7.4.2. The auditor or chartered auditor reviews the activities of the management bodies and the use of financial resources at least once a year.
7.4.3. The auditor or chartered auditor reports on his/her work to the General Meeting, presenting his/her opinion / the chartered auditor's report on the annual report.
8. Assets of the Association
8.1. The assets of the Association consist of:
8.1.1. entrance fees and membership fees;
8.1.2. revenue received from events organised by the Association or from the sale of publications issued by the Association;
8.1.3. other payments, donations and receipts.
8.2. The Association keeps accounts in accordance with the Accounting Act.
8.3. The Association is not liable for the obligations of its members, and the members of the Association are not liable for the obligations of the Association.
8.4. The financial year of the Association begins on 1 January and ends on 31 December.
9. Dissolution, merger and division of the Association
9.1. The Association's activities are terminated by resolution of the General Meeting or in other cases provided for in the legislation of the Republic of Estonia.
9.2. After the satisfaction of all creditors' claims, the remaining assets are distributed among the members by resolution of the General Meeting.
9.3. The merger and division of the Association takes place on the basis of a resolution of the General Meeting in accordance with the procedure laid down by law.
These Statutes in their present form, together with amendments, were adopted by a resolution of the General Meeting of the Estonian Merchants' Association held on 17 November 2022.