ESTONIAN EMPLOYERS' CONFEDERATION

ARTICLES OF ASSOCIATION

Approved on the General Assembly on December, 11 2003

I GENERAL PROVISIONS

1.1. Estonian Employers' Confederation (hereinafter also referred to as the Confederation) is a non-profit organisation founded upon voluntary consolidation of employers and their associations operating in the Republic of Estonia, which is an Estonian social partnership organisation representing the employers and entrepreneurship on the basis of the principles of the European social model.

1.2. Estonian Employers' Confederation is the continuer of the activity and the pursuer of the main objectives of the Association of Estonian Manufacturers, founded in 1917, in Estonia.

1.3. The Confederation is located at Tallinn, Republic of Estonia.

II MISSION AND OBJECTIVE

2.1 The mission of the Confederation is to increase the competitive strength of the Estonian economy through the improvement of the business environment and the ensuring of social stability.

2.2. The objective of the Confederation is to represent its members in relations with the representatives of the legislative and executive authorities and the representatives of employees, and to represent the interests of its members both in Estonia and foreign countries.

2.3. In order to achieve the objective, the Confederation:

2.3.1. participates as a social partner in the bilateral and tripartite social and economic policy negotiations and considering the interests of employers, concludes agreements with the government, trade unions and other social organisations;

2.3.2. defends the interest of employers and entrepreneurship in the legislative process; makes proposals for creating, amending and supplementing the legislation concerning labour, social, educational, economic, financial and environmental policies, and for applying an economic policy that defends and promotes the interests of its members;

2.3.3. is aiming at the creation and preservation of flexible labour market conditions;

2.3.4. in cooperation with all interested parties, promotes and develops the educational system corresponding to the necessities of knowledge-based economy;

2.3.5. develops cooperation and exchange of information with the employers’ confederations of foreign countries, as well as with their international organisations;

2.3.6. informs, consults, assists and trains the members in the major fields of activity of the Confederation;

2.3.7. provides labour market services.

III MEMBERS OF CONFEDERATION, THEIR RIGHTS AND OBLIGATIONS

3.1. All employers and associations of employers operating as legal persons may be members of the Confederation.

3.2. As an exception, persons and entities not mentioned in clause 3.1., operating as employers or representing employers may also be members of the Confederation.

3.3. Trade unions may not be members of the Confederation.

3.4. Member of the Confederation shall be entitled to:

3.4.1. participate in the General Assembly and have the right to vote there;

3.4.2. participate in the activity of the bodies of the Confederation according to the prescribed order;

3.4.3. receive information on the activity of the Confederation;

3.4.4. make proposals concerning the activity of the Confederation;

3.4.5. use the services provided by the Confederation under favourable terms.

3.5. The rights of a member may only be restricted in case of failure to pay the membership fee, with a decision made by the Council.

3.6. Member of the Confederation shall be obliged to:

3.6.1. recognise and obey the requirements of the Articles of Association of the Confederation and to fulfil the resolutions of the managing bodies of the Confederation;

3.6.2. pay the membership fee in accordance with the membership fee regulation established by the Council;

IV   BECOMING A MEMBER, LEAVING AND EXCLUSION

4.1. Person referred to in clause 3.1. shall acquire the member status after its application for membership has been accepted by the Management Board of the Confederation. In case the application is rejected, the applicant shall have the right to demand that the Council decides whether or not to accept the applicant as a member.

4.2. Person referred to in clause 3.2. shall acquire the member status after its application for membership has been accepted by the General Assembly.

4.3. Member shall have the right to apply for suspension of its membership for the period of up to one year, provided that it has significant reasons for that. In case its membership is suspended, the member shall lose its rights established in clause 3.4. and is not obliged to perform the obligations of a member established in clause 3.6.2. The suspension of membership shall be decided by the Council.

4.4. Member shall have the right to leave the Confederation at any time upon the basis of a written application submitted to the Management Board. The Member shall be considered as excluded from the Confederation after the application has been accepted by the Management Board. A member can be excluded from the Confederation with a resolution adopted by the Council in case:

4.4.1. the member does not correspond to the requirements established for membership;
4.4.2. the member does not obey the provisions of the Articles of Association or has substantially damaged the reputation of the Confederation.

4.5. In case of the termination of membership, the membership fee paid by the member shall not be returned.

V MANAGEMENT

5.1. General Assembly

5.1.1. The highest body of the Confederation is the General Assembly, which has exclusive competence in the following matters:
5.1.1.1. election of the members of the Council;
5.1.1.2. confirmation of the Annual Report of the Confederation;
5.1.1.3. acceptance of members referred to in clause 3.2.;
5.1.1.4. appointment of an authorised auditor;
5.1.1.5. amendment of the Articles of Association or the objective;
5.1.1.6. deciding the consolidation, division or termination;
5.1.1.7. appointment of an auditing committee.

5.1.2. The General Assembly shall be called together by the Management Board at least once a year. The date and agenda of the  General Assembly shall be notified to the members at least 10 days in advance.

5.1.3. The General Assembly shall be presided by the Chairman of the Management Board or by a chairperson elected for that purpose by the General Assembly.

5.1.4. Resolutions of the General Assembly shall be adopted in case more than half of the members participating in the General Assembly are in favour of the resolution.

5.1.5. Resolutions concerning issues provided in clauses 5.1.1.5. and 5.1.1.6. of the Articles of Association shall be adopted in case more than 2/3 of the members participating in the General Assembly vote in favour of the resolution.

5.1.6. In case of electing persons, the candidate that obtained most votes shall be elected. In case the votes are divided equally at the time of electing persons referred to in clause 5.1.1.1., the person representing the member of the Confederation or the members having its membership, which employ more employees, shall be elected.

5.2. Meeting of representatives (Council)

5.2.1. The meeting of representatives, which in these Articles of Association is named the Council, is a body of up to 30 members performing the tasks prescribed by the General Assembly in the extent established in these Articles of Association.

5.2.2. The members of the Council shall be elected by the members of the Confederation from between their representatives for the period of three years. Only members of the managing bodies of the members of the Confederation may be set up as candidates of member of the Council. Each member may set up one candidate for the elections.

5.2.3. Council elections will take place in two rounds. In the first round up to twenty members from among the representatives of the employers' associations will be elected, and in the second round up to ten members from among the representatives of the employers' and from among the members mentioned in clause 3.2. In case less than twenty members are elected in the first round, then upon the existence of candidates, the members will be elected in the second round more by the number of a member that was elected less in the first round. The person who has been elected as the member of the Council in the first round, cannot run in the second round. The exact procedure of elections and the terms will be decided by the General Meeting.

5.2.4. The authorization of the member of the Council will expire before the prescribed time if he/she will be excluded from the management body of the Association the representative of which he/she was chosen or when the corresponding member of the Association has resigned the membership of the Association, or he/she has been excluded. Upon the expiry of the authorization of the member of the Council, or in case there are less than 30 members in the Council, the members of the Association will elect a new member of the Council from amoung the persons mentioned in clause 5.2.2 until the duration of the authorization of the of the Council, whereas the procedure mentioned in clause 5.2.3 will not be applied.

5.2.5. The Council:
5.2.5.1. appoints into office the Management Board and performs the supervision of its activity;
5.2.5.2. confirms the Activity Plan and the Budget of the Confederation;
5.2.5.3. confirms the amount and payment procedure of the membership fees;
5.2.5.4. decides the acceptance of new members according to clause 4.1. of the Articles of Association and the exclusion of members according to clauses 4.4.1. and 4.4.2. of the Articles of Association.
5.2.5.5. decides the transfer of ownership and the encumbrance with a real right of the immovable property of the Confederation or its movable property entered into the register.
5.2.5.6. if necessary, makes decisions also in other matters, the decision whereof is applied by the Management Board or at least 1/10 of the members of the Council.

5.2.6. In its activity, the Council shall be guided by its confirmed rules of procedure. The Council shall be directed and the Confederation shall be represented in matters pertaining to the competence of the Council by the Chairman of the Council (the President), elected by the members of the Council. For the purpose of performing the tasks established in its rules of procedure, the Council may elect up to five Vice Chairmen (Vice Presidents). The Chairman of the Council shall have the right to assign the performance of his or her obligations only with significant reasons and only to one Vice Chairman of the Council.

5.2.7. The meetings of the Council shall take place at least once in calendar quarter. The meeting of the Council shall be called up by the Chairman of the Management Board upon the request of the Chairman of the Council with an at least 7 days prior notice.

5.2.8. The Council is competent in making decisions in matters which have been indicated at the time of calling the Council up. In regards of matters which have not been indicated at the time of calling the Council up, decisions may only be made in case at least 5/6 of the members of the Council are participating in the meeting.  The decisions of the Council shall be adopted according to the majority voting. In case votes are divided equally, the vote of the Chairman of the Council shall be decisive.

5.2.9. A member of the Council, who cannot participate in the meeting of the Council due to significant reasons, shall have the right to authorise another member of the Council to represent him or her. The authorisation shall have to be made in writing.

5.2.10. Due to a significant reason, the Council shall have the right to adopt a decision by the means of a written (electronical) voting without calling the meeting up. In case of written voting, a decision shall be adopted in case at least 5/6 of the members of the Council vote in favour of it. The decision in regards to the necessity of written voting shall be made by the Chairman of the Council. The performance of written voting shall be organised by the Management Board.

5.3. Management Board

5.3.1. Management Board is a body consisting of one to three members appointed by the Council, which directs and represents the Confederation in accordance with the guidelines provided and the Activity Plan confirmed by the General Assembly and the Council.

5.3.2. The work of the Management Board shall be directed by the Chairman of the Management Board appointed by the Council.

5.3.3. The Management Board shall be in office for the term of three years.

5.4. Departments and other bodies

5.4.1. In order to achieve the objectives of the Confederation more efficiently, the Management Board of the Confederation may form departments and other bodies (round tables, committees, workgroups etc.) within the Confederation.

5.4.2. All bodies that have been formed shall be guided in their activity by the rules of procedure confirmed by the Management Board, the Articles of Association and the decisions adopted by the managing bodies of the Confederation.

5.4.3. Other bodies formed within the Confederation are not legal persons.

VI SUPERVISION

6.1. The supervision of the activity of the bodies of the Confederation shall be performed by auditing committee and an authorised auditor.

6.2. The auditing committee is a body consisting of up to three members appointed by the General Assembly, which on the basis of the principles of internal control evaluates the activity of the Management Board of the Confederation and the expediency of the use of financial means in conformity with the confirmed Budget.

6.3. Authorised auditor performs the audit, i.e. controls the Annual Accounts and gives an assessment on it on the basis of the auditing regulations. The Auditor’s Report shall be presented to the General Assembly.

VII OTHER ISSUES

7.1. In case the activity of the Confederation is terminated, its assets shall not be divided between the members. Upon decision of the General Assembly, these shall be delivered to the legal successor, or in case of absence thereof, shall be donated for charity.

7.2. The financial year of the Confederation begins on April 1 and ends on March 31.