Statutes

GENERAL

1. The non-profit association “Swedish Chamber of Commerce in Estonia” (hereinafter “CHAMBER”) shall be a voluntary association of persons, legal entities and self-employed entrepreneurs (sole principals), whose main concern shall not be gaining income through economical activity. The CHAMBER shall not distribute profit among its members.

The CHAMBER’s name in Estonian shall be Mittetulundusühing Rootsi Kaubanduskoda Eestis
The CHAMBER’s name in Swedish shall be Svenska Handelskammaren i Estland
The CHAMBER’s name in English shall be Swedish Chamber of Commerce in Estonia

2. The CHAMBER shall be a private law based legal entity, whose legal capacity starts when recorded in Non-Profit Associations and Foundations Register and ends when deleted from the mentioned Register.

3. The aims of activity of the CHAMBER shall be:
3.1. to lay down, bolster and further trade and business relations and initiatives between the Republic of Estonia and the Kingdom of Sweden;
3.2. to support the interests of its members in various areas of activity (trade, industry, building, service, agriculture, banking etc.);
3.3. to create, support and develop economical relations between companies and entrepreneurs of said two countries;
3.4. to organise, stimulate and mediate programmes, events (seminars, meetings, delegations, conferences, lectures, business trips) in furtherance of trade and commercial relations between said two countries;
3.5. to represent the interests of its members in communication with Government of the Republic of Estonia and other state authorities;
3.6. to collect and deliver information to its members about the situation of the Estonian economy, business contacts and laws, and to issue broshures;
3.7. to supply to its members the services in the domain of objectives of the CHAMBER;
3.8. to engage in co-operation with other organisations with a view to realising its aims.

4. The CHAMBER’s area of activity shall be the Republic of Estonia.

5. In its activities, the CHAMBER will be governed by laws applicable in the Republic of Estonia, this Statute and resolutions of its governing bodies.

MEMBERS OF THE CHAMBER

6. The members can be legal entities and self-employed entrepreneurs, who have submitted an application to Ombudsman and have paid the membership fee. The Council shall resolve on whether the applicant can become member of the CHAMBER. The Council will reserve the right to decline the application for membership, if this might put at jeopardy the good name of the CHAMBER.

7. Upon decision of the Council, a legal entity or a private individuals can be accepted as member of the CHAMBER of honoris causa for outstanding 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 Sweden. A member of honoris causa will be relieved of the obligation to pay membership fee.

8. Resigning from membership:
8.1. Every member of the CHAMBER will have the right to withdraw from the CHAMBER, by tendering to the Board a written notice to the effect;
8.2. The resigning member must observe the Statute of the CHAMBER and its internal documents until his membership status ends, subject to the decision of Council.

9. Expelling a member:
9.1 A member can be expelled by decision of the Council for material violation of the Statute or requirements of rules and regulations, or for damaging the good name and reputation of the CHAMBER;
9.2. For expelling a member, 2/3 of members of the Council must vote affirmative;
9.3. The expelled member will be notified about the decision of the Council within three days as from passing the decision, by registered mail;
9.4. An expelled member will have the right to demand reconsideration of the issue at the General Assembly.

10. Consequences of termination of membership:
10.1. if a membership ends during the financial year of the CHAMBER, the member withdrawn or expelled from the CHAMBER must pay membership fee for the whole financial year;
10.2. a person, whose membership in the CHAMBER has ended, will not be entitled to get any of the CHAMBER’s assets, or to get refund of the paid membership fees.

11. The membership may also end with liquidation of the member or its bankruptcy.

RIGHTS OF THE MEMBERS

12. Members of the CHAMBER shall have the right:
12.1. to participate in person or through proxy at the General Assembly and to voice their opinion about the work of the CHAMBER;
12.2. to obtain from an appropriate governing body of the CHAMBER information in the area respecting the goals of the CHAMBER;
12.3. to elect and be elected in the governing bodies of the CHAMBER;
12.4. to resign from membership of the CHAMBER under the conditions specified in the Statutes.

OBLIGATIONS OF THE MEMBERS

13. A Member of the CHAMBER shall undertake:
13.1. to observe the Statutes and internal documents of the CHAMBER, and fulfil the demands of governing bodies;
13.2. to pay the membership fee;
13.3. to actively contribute to carrying into effect the aims of the CHAMBER.

GENERAL ASSEMBLY

14. The General Assembly shall be the supreme governing body of the CHAMBER.

15. The Ombudsman will call the General Assembly by the first of March, at the latest, each year. The General Assembly will pass decisions in all issues, which do not belong to the competence of the Ombudsman or the Council, under the Statutes or law. The Ombudsman shall call the General Assembly, by giving a one-month notice.

16. Calling of a special General Assembly can be requested by at least 1/10 of the members of the CHAMBER, under the procedure prescribed in law.

17. The competence of the General Assembly will be:
17.1. Amendment of the Statutes;
17.2. Alteration of aims;
17.3. Electing members of the Council;
17.4. Approval of the annual report and the budget for the next year;
17.5. Appointment of an auditor;
17.6. Resolving other questions raised by the Ombudsman, the Council or members of the CHAMBER.

18. The General Assembly shall have the quorum, when at least 5 (five) members of the CHAMBER attend. Vote can be cast at the General Assembly by a member of the CHAMBER or its representative.

19. If the General Assembly lacks the quorum, the Ombudsman will call, within three weeks, a new General Assembly with the same agenda. The new General Assembly will have the quorum irrespective of the number of members attending.

20. The decisions of the General Assembly will be considered as passed, if at least half of the attending members of the CHAMBER vote affirmative. Every member of the CHAMBER has one vote.

COUNCIL

21. The meeting of the trustees of the CHAMBER shall be called the Council.

22. The General Assembly will determine the number of members of the Council of CHAMBER and its composition for one year. The Council will comprise from five to ten members.

23. At least half of the members of the Council must be persons, whose place of residence is in Estonia.

24. The Council shall have the competence:
24.1. to plan the activities of the CHAMBER and to organise its management;
24.2. to appoint the Ombudsman;
24.3. to organise the distribution of work of its members;
24.4. to decline admission of new members to the CHAMBER;
24.5. to determine the size of the membership fee;
24.6. to resolve of acquisition and alienation of real property and registered movables belonging to the CHAMBER;
24.7. to set up, if needed, commissions, working groups and other bodies;
24.8. to elect members of honoris causa.

25. The Council will elect the Chairman, from among its members. The Chairman of the Council will nominate, for a period of absence , a deputy from among the other members of the Council.

26. The members attending the meeting of the Council will pass the decision of the Council.

27. A decision of the Council will be passed by a simple majority vote of members of the Council attending. The meetings of the Council will be recorded in minutes. If the vote is tied, the Chairman of the Council will have the casting vote. To expel a member from the CHAMBER, all attending members of the Council must vote affirmative.

28. The Members of the Council will fulfil their tasks without any personal remuneration or salary, except for the duties arising from representation of the CHAMBER.

29. A member of the Council can be recalled:
29.1. in case of material default on fulfilment of obligations;
29.2. in case of incapacity to manage the CHAMBER;
29.3. for damaging the reputation of the CHAMBER;
29.4. for wrongfully causing property damage to the CHAMBER.

THE OMBUDSMAN

30. The CHAMBER shall have one member of the management board (a manager). The manager will be called Ombudsman;

31. The Ombudsman will represent the CHAMBER.

32. The obligations of the Ombudsman will include:
32.1. composing the budget of the CHAMBER and presentation thereof for approval to the General Assembly;
32.2. providing information to members of the CHAMBER about the activities of the CHAMBER and making public the annual report of the CHAMBER;
32.3. the organisation of daily management of the CHAMBER and carrying into effect decisions of the Council.

33. The Ombudsman will be accountable to the Council.

THE ASSETS OF THE CHAMBER

34. The assets of the CHAMBER will basically accrue from membership fees, donations and activities, which are in compliance with the aims of the CHAMBER.

ACCOUNTING

35. The Ombudsman will organise accounting of the CHAMBER in conformity with the applicable law and good accounting practice

36. The financial year of the CHAMBER will start on 1st of January and end on 31st of December.

MERGER AND DIVISION

37. Merger of the CHAMBER with another non-profit association, as well as division of the CHAMBER will take place as specified in law.

Approved by the General Meeting on 08.02.2007