BECC Statuses

British-Estonian Chamber of Commerce, Non-Profit Association
Statutes

  • 1.1 Name: in Estonian: Briti Eesti Kaubanduskoda. In English: British-Estonian Chamber of Commerce (hereinafter referred to as a Non-Profit Association).
  • 1.2. The location of the British-Estonian Chamber of Commerce (hereinafter referred to as a Non-Profit Association): Tallinn.

2. THE PURPOSE OF THE NON-PROFIT ASSOCIATION

  • 2.1. The purpose of the Non-Profit Association is:
    • 2.1.1. To enable discussion among companies and private persons related to the business activity between the United Kingdom and Estonia in order to exchange information and ideas:
    • 2.1.2. To promote and stimulate business and other relations between the countries;
    • 2.1.3. To maintain connections between the governments of the United Kingdom and Estonia and other important structures which facilitate business activities;
    • 2.1.4. To advertise the services provided by the companies and private persons who belong to the chamber of
      commerce.

3. THE CONDITIONS AND POLICIES FOR ENTERING AND LEAVING THE MEMBERSHIP OF THE NONPROFIT ASSOCIATION

  • 3.1. Any physical or legal person who answers to the requirements of the statutes of the Non-Profit Association can become a member of the Non-Profit Association.
  • 3.2. The Non-Profit Association must have at least two members. When the membership number of the Non-Profit
    Association becomes less than two, the board must file an application for closing the Non-Profit Association.
  • 3.3. The board will organise the assessment and decide about taking members into the Non-Profit Association
  • 3.4. If the board or any other body except the general meeting refuses to give membership to an applicant, the applicant can demand that the membership is decided upon in the general meeting.
  • 3.5. The membership of the Non-Profit Association and execution of the right of member cannot be given over nor
    bequeathed. In the case of death of a physical person or termination of a legal person, the given membership in the
    Non-Profit Association ends.
  • 3.6. The membership of a legal person is maintained by means of the transformation provided by law.
  • 3.7. A member of the Non-Profit Association has the right to leave the Non-Profit Association at any time by filing an application at least one month before.
  • 3.8. A member can be excluded from the membership of the Non-Profit Association in the following cases:
    • 3.8.1. By not meeting the requirements of the statues;
    • 3.8.2. By causing significant damage to the association;
    • 3.8.3. By not participating in the activity of the association.
  • 3.9. If the board decides to exclude a member, the member can demand that the membership is decided upon in the
    general meeting.
  • 3.10.The excluded member must be informed promptly in writing of the exclusion decision and the reasons behind it.
  • 3.11.If a membership ends in the middle of a financial year, the membership fee provided in the statutes must be paid for the whole financial year.
  • 3.12. A person, whose membership in the Non-Profit Association has ended, has no rights over the property of the association.

4. THE AMOUNT AND PAYMENT ORDER OF MEMBERSHIP FEE

  • 4.1. Members of the Non-Profit Association are obliged to pay the membership fee.
  • 4.2. The amount, types and payment terms of membership fee are determined by the board.
  • 4.3. The membership fee is paid in cash or by bank transfer to the bank account of the Non-Profit Association.
  • 4.4. Membership in the Non-Profit Association is activated after paying the membership fee.
  • 4.5. If a legal or physical person becomes a member of the Non-Profit Association in the middle of a financial year, the membership fee for the period left will be calculated in an order determined by the board of association.

5. RIGHTS AND OBLIGATIONS OF MEMBERS

  • 5.1. A member of the Non-Profit Association has the right to:
    • 5.1.1. Participate in the general meetings of the Non-Profit Association either personally or through a representative;
    • 5.1.2. Receive relevant information from the board in regard to all the topical questions of the general meeting;
    • 5.1.3. Choose and be chosen into the managing and controlling bodies of the Non-Profit Association;
    • 5.1.4. Receive a copy of the general meeting’s protocol or an extract of it;
    • 5.1.5. A member of the Non-Profit Association has the right to leave the Non-Profit Association by filing a
      corresponding application.
  • 5.2. A member of the Non-Profit Association is obliged to:
    • 5.2.1. Follow the provisions of the statutes of the Non-Profit Association;
    • 5.2.2. Participate actively in the undertakings of the Non-Profit Association in order to achieve the goals set by the statutes.

6. MANAGEMENT

  • 6.1. The highest managing body of the Non-Profit Association is the general meeting of its members where all the members of the Non-Profit Association are allowed to participate.
  • 6.2. The general meeting has the right to decide upon all the questions related to the activity of the Non-Profit Association. The exclusive competence of the general meeting includes:
    • 6.2.1. Adjusting the statutes;
    • 6.2.2. Adjusting the goals;
    • 6.2.3. Assigning and releasing members of board;
    • 6.2.4. Forming other managing bodies;
    • 6.2.5. Determining an audit committee;
    • 6.2.6. Confirming the managing and financial report of the previous year and the report of the audit committee;
    • 6.2.7. Deciding to close the Non-Profit Association.
  • 6.3. The general meeting is summoned by the managing board. The general meeting is held at least once a year. The general meeting is led by the chairman of board; if the chairman is absent, a deputy will lead the meeting. The deputy will be designated by the board or the general meeting.
    • 6.3.1. Summoning of the general meeting must be announced at least two weeks before.
    • 6.3.2. The board must summon the general meeting when at least 1/10 of the members of the Non-Profit Association demand it in writing together with an explanation. If the board refuses to summon the general meeting in the given case, the applicants may summon the general meeting by themselves.
    • 6.3.3. The general meeting has the competence to make decisions when it includes or represents 35 (thirty five)
      members of the Non-Profit Association.
    • 6.3.4. When the general meeting is not competent to make a decision, the board will summon a new general
      meeting with the same agenda in three weeks. The new general meeting is competent to make decisions regardless of the number of members participating or represented in the general meeting, but only in the case that at least two members are participating or represented in the general meeting.
    • 6.3.5. If the above-mentioned requirements are not met, the general meeting is not competent to make decisions,
      except when all the members are participating or represented in the general meeting.
    • 6.3.6. The general meeting is competent to make decisions in questions which are announced during summoning the general meeting.
    • 6.3.7. Any member of the Non-Profit Association may participate and vote in the general meeting. In the case of
      a legal person, a representative from the company’s board will vote. A member of the Non-Profit Association may transfer the right to vote to a representative on the basis of a written authorisation. The authorised representative can be an employee of the company, another member of the Non-Profit Association or the manager of the general meeting.
    • 6.3.8. A decision of the general meeting is made when over half of the Non-Profit Association members
      participating or represented in the meeting have voted for it.
    • 6.3.9. In order to adjust the operating purpose of the Non-Profit Association, all members of the Non-Profit
      Association must agree upon that.
    • 6.3.10. A decision of the general meeting is accepted without summoning the meeting when three-fourths of the
      Non-Profit Association members vote for it in writing.
    • 6.3.11. Every member of the Non-Profit Association has one vote. A member cannot vote when the Non-Profit Association is making a decision about: a transaction with that member or a person who has equal economic interest with that member; starting or ending a court action with that member.
  • 6.4. The board of the Non-Profit Association is elected for 2 (two) years and it includes at least three members, but not more than seven members. Every board member has the right to represent the Non-Profit Association in all legal acts.
    • 6.4.1. Board members are assigned and released by the general meeting. Board member must be a member of the Non-Profit Association in a physical person or a board member or employee in the company that functions as a member of the Non-Profit Association in a legal person.

7. CLOSING THE NON-PROFIT ASSOCIATION

  • 7.1. The Non-Profit Association is closed:
    • 7.1.1. By the decision of the general meeting;
      • 7.1.2. By beginning bankruptcy proceedings against the Non-Profit Association;
      • 7.1.3. When only one member is left in the Non-Profit Association;
      • 7.1.4. In other cases provided by law.
      • 7.2. The general meeting decides upon closing the Non-Profit Association. The decision becomes valid when at least two-thirds of the members participating or represented in the general meeting vote for that.
    • 7.3. The Non-Profit Association is closed by the act of liquidation. Liquidation proceedings will be conducted in coordination with the Non-Profit Associations Act.
    • 7.4. The Non-Profit Association will be liquidated by board members. In the case of compulsory closing the court will appoint the liquidators and the procedure and amount of remuneration.

      • 7.5. After satisfying the creditors and depositing the property, the residue assets will be distributed in equal parts among members of the Non-Profit Association during its closing.

      7.6. If the Non-Profit Association was closed in a compulsory manner due to contradicting the constitutional order or criminal law, the residue assets will be transferred to the state after the creditors have been satisfied.

    • 7.7. Assets may be distributed among the entitled persons after a month has passed from giving the last notice of liquidation. The new wording of the statutes has been confirmed by a decision of the general meeting on 23 April, 2009.