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Articles of Association

  1. General provisions
    1. The name of the non-profit Association is Estonian-Chinese Chamber of Commerce (hereinafter referred to as the Association) and the registered office of the Association is Mäealuse tn 2/1, Tallinn, 12618.
    2. The objectives of the Association are:
      1. to promote commerce and business relations between the Republic of Estonia and the People’s Republic of China, according to the principles of reciprocity;
      2. to pursue improving cooperation and understanding between Chinese and Estonian companies, organizations and people, and cooperation between the Republic of Estonia and the People’s Republic of China;
      3. to provide a platform for networking, collaboration and self-organization for Members of the Association;
      4. to represent interests of Estonian and Chinese companies.
      5. to connect companies and organizations in the People’s Republic of China and the Republic of Estonia;
      6. to organize joint activities and events, and cultural exchange;
      7. to bring mutual benefits to all its Members;
      8. to participate in public and governmental consultations in China and Estonia and unite Estonian and Chinese business world;
      9. to give opportunities to youth to find international and cross-cultural internships.
    3. The Association maintains contact with the Estonian and the Chinese Authorities, boards of commerce and enterprises, business persons, industrialists, institutions and organizations. In the event of difficulties, the Association may act as a mediator, it may give information on all aspects of Estonian-Chinese business relations and issue reports and opinions on the subject of commercial and economic policy. The Association may publish publications.
    4. The Association avoids all commercial transactions, however, it may provide services to its Members and third parties against renumeration, provided that these services comply with the purpose and mission of the Association.
  2. Membership, leaving and exclusion from the Association
    1. Any physical or legal person who meets the membership requirements, agrees with the Association’s objectives, and agrees to fulfil the Association’s articles of Association and the resolutions of the general meeting and the Management Board can become a Member of the Association.
    2. A person who wants to become a Member must submit a written application to the Management Board, who will make a decision to accept or decline the application within one month as at the receipt of the application and will inform the applicant of the decision.
    3. A person that wants to become a Member of the Association must pay a membership fee for the current financial year to the Association’s bank account.
    4. All Members of the Association must pay a membership fee. The general meeting will decide the amount of the membership fee.
    5. All Members of the Association can leave the Association on the basis of a written application.
    6. The Management Board of the Association can exclude a Member of the Association when the activity of the Member is considered as juxtaposing the Association’s objectives or as disregarding the clauses of the Association’s articles of Association.
    7. The Management Board of the Association will exclude Members who fail to pay the membership fee of the current financial year.
    8. The Management Board of the Association will immediately notify the excluded Members of the exclusion decision and its reasons. The excluded Members have the right to forward the issue for review to the general meeting.
  3. Rights and obligations of Members
    1. Members of the Association have the right to:
      1. take part in all events organised by the Association;
      2. take part in the general meeting with the right to speak and vote;
      3. receive information about the activity of the Association;
      4. leave the Association;
      5. be elected in the management bodies of the Association.
    2. Members of the Association must:
      1. recognise the objectives of the Association and adhere to its articles of Association and the resolutions of the general meeting and Management Board when participating in the Association’s activities;
      2. pay the Association’s membership fee.
  4. Founding Members
    1. The Founding Member of the Association is the person who co-founded the Association and is equal to any Member of the Association.
  5. Honorary Members
    1. Natural or legal persons who have made significant contributions either for the trade and economic relations between Estonia and China or for the Association may be appointed as Honorary Members.
  6. General meeting
    1. The Association’s general meeting serves as the Association’s highest body where each Member of the Association has one vote.
    2. Competence of the general meeting:
      1. amending the Association’s articles of Association;
      2. amending the Association’s objective;
      3. establishing the size of the Association’s membership fees;
      4. appointing and removing Members of the Management Board;
      5. making decisions on any other issues which have not been assigned to other bodies by law or with the articles of Association.
    3. The general meeting has quorum when at least 50% of the Association’s Members take part of it. When at least 50% of the Association’s Members are not represented at the general meeting, then the Management Board will call a new general meeting with the same agenda in three weeks at the earliest and in three months at the latest. The new general meeting is competent to make decisions regardless of the number of Members represented at the meeting.
    4. A question that was not put in the agenda before the general meeting may be included in the agenda when all Members of the Association participate in the meeting or when more than half of the Association’s Members participate in the general meeting and more than 9/10 of them agree to the addition.
    5. An Association’s general meeting is held at least once within a calendar year. The general meeting is called when the Association’s Management Board sees that it is necessary or when at least 1/10 of the Association’s Members submit a reasoned request to call a general meeting to the Association’s Management Board.
    6. The Management Board will inform the Members of the time, place, and agenda of the general meeting in writing in a format that can be reproduced at least two weeks in advance.
    7. If a Member of the Association wants an issue to be discussed at the following general meeting, he or she must notify the Management Board of the Association in writing before the notification on calling a general meeting is sent.
    8. All Members of the Association can participate and vote at the Association’s general meeting. Each person entitled to vote only has one vote. A Member of the Association may authorise another Member of the Association to vote for them with an unattested proxy.
    9. In cases where these Articles of Association or the law does not require otherwise, a resolution of a general meeting will be deemed to be adopted when more than half of the Members of the Association present or represented at the general meeting vote in favour of the resolution.
  7. Management Board of the Association
    1. The everyday activity of the Association is managed and the Association is represented by the Management Board, which consists of at least two, but not more than ten Members.
    2. The Management Board has the following positions:
      1. President;
      2. Vice-President for Financial Issues (Treasurer);
      3. Vice-President for Public Relations;
      4. Vice-President for Public Policy and Political Relations;
      5. Vice-President for Internal Communications.
      6. Up to five Members of the Management Board in general functions and tasks appointed in the Management Board internally.
    3. Competence of the Management Board:
      1. running the daily operations of the Association;
      2. keeping track of the number of the Association’s Members and the collection of membership fees;
      3. preparing the Association’s activity plan and budget;
      4. preparing the annual report and organising accounting;
      5. using and controlling the Association’s assets in accordance with legal requirements, the articles of associations, and decisions of the general meeting.
    4. The general meeting will elect Management Board Members from the Members of the Association. A Management Board Member is deemed as elected when more than half of the Members of the Association who participate or are represented at the meeting vote in favour of the person. The Management Board is elected for five years.
    5. Members of the Management Board elects the President and Vice-Presidents mentioned in clauses 5.2.1-5.2.5 of the Articles of Association.
    6. The Management Board represents the Association in all legal proceedings.
    7. Each Management Board Member can individually represent the Association in all legal proceedings unless a different entry is made in the commercial register.
    8. The President, three Vice-Presidents, or at least 1/3 of the Member of the Management Board can call a Management Board meeting.
    9. The Management Board has quorum when more than half of the Members of the Management Board are present at the meeting.
    10. The Management Board can adopt resolutions without calling a meeting when all Members of the Management Board vote in favour of the resolution in a written form that can be reproduced.
    11. The person who called a Management Board meeting has the right to ask the necessary experts to participate at the meeting as consultants or experts as he or she sees appropriate; the experts have the right to speak at the meeting.
    12. The Management Board must employ and release from employment all of the Association’s paid employees.
    13. The Management Board may, by its decision, establish working groups to work on special interests and topics. The working group include Members of the Association interested in sharing ideas, best practices and positions in the field. Working groups may not represent the Association publicly or publish positions on behalf of the Association which are not approved by the Management Board or general meeting.
  8. Economic activity
    1. The Association’s financial year lasts from 1 January to 31 December. The report on the economic activity of the concluded year must be made available to the Members for reading at least two weeks before the Association’s planned general meeting at latest.
  9. Amendment of Articles of Association
    1. Any resolution on the amendment of the Articles of Association requires the majority of three-fourths at a general meeting.
  10. Merger, division and dissolution
    1. The Association’s merger, division, and liquidation is completed in accordance with legal requirements.
    2. Any resolution on the liquidation of the Association requires the majority of three-fourths at a general meeting.
    3. The Association’s liquidators are Members of the Management Board or persons appointed by the general meeting.
    4. Upon dissolution of the Association after satisfaction of the claims of the creditors the remaining assets will be given to the entitled persons appointed by decision of the general meeting.

The Articles of Association have been adopted on 06.10.2022.