The Statutes of the Estonian Association for Environmental Management
I GENERAL PROVISIONS
1.1 Estonian Association for Environmental Management (hereafter Association) is non governmental organization based on voluntary membership.
1.2 Managing Board of Association is situated in Tallinn, the Republic of Estonia.
1.3 The activities of the Association are governed by the laws and other legal acts of the Republic of Estonia, international agreements and this Statute.
1.4 The Association is self-dependent legal entity according to private law with independent balance and settlement account.
1.5 The Association cannot be held liable for the obligations of its members, likewise the members cannot be held liable for the obligations of the Association.
2.1 The objectives of the Association are:
1) To unite the enterprises, organisations and individuals for promotion of environmentally aware corporate management, reduction of industrial environmental impacts and assuring of sustainable development.
2) To participate in elaboration and implementation of environmental legislation of the Republic of Estonia and represent the interests of the members of Association in this process,
3) To participate in development of international environmentally aware corporate management.
4) To collect and distribute environmental information of importance to entrepreneurship.
5) To rise stakeholders environmental awareness.
6) To develop and maintain international contacts.
2.2 To achieve its objectives, the Association:
1) Collects, intermediates and distributes environmental information, including information of environmental legislative process and holds databases for that purpose.
2) Organizes meetings, conferences and other events to intermediate and distribute environmental information as well as to identify and represent the interests of members.
3) Organizes elaboration and publishing of assistance, training and information materials and publications.
4) Organizes environmental training events and propagates contemporary sustainable development methods of environmental management.
5) Represents the interests of members of Association in environmental legislative process, collaborates in content development of environmental legislation with state authorities and government bodies.
6) Establishes and develops contacts with other organisations and individuals, representing in those organisations the members of Association.
7) Organizes and carries out other activities to achieve the objectives of Association.
3.1 Association has full, associated and honorary members.
3.1.1 Full member of the Association should be profit oriented juridical body, state institution or local authority, which accepts and follows the Statute of the Association and pays the membership fee. Full member has the voting right at the General Meeting.
3.1.2 Associated member of Association is a juridical or physical body, interested to contribute to the activities of and participate at the events of Association. Associated member has no voting right at the General Meeting, but pays the membership fee.
3.1.3 Honorary member of the Association is elected among persons, who have remarkable merits in the field of environment, supporting and the developing of the Association. Honorary member does not pay the membership fee.
IV ADMISSION OF MEMBERS
4.1 Applicant for the membership of the Association has to accept and follow the Statute of Association.
4.2 Written application for the membership must be addressed to Managing Board. Managing Board will answer to the application within one month.
4.3 Applicant acquires the member rights after the acceptance of Managing Board and payment of the membership fee.
4.4 Honorary member is elected by the General Meeting according to the proposal of the Managing Board and after acceptance by the honorary membership candidate.
V RIGHTS AND DUTIES OF MEMBERS
5.1 The member of the Association has the right to:
1) Participate in the activities of Association.
2) Participate in the sessions of the General Meeting.
3) Get information about agenda of Managing Board meetings and General Meeting and make proposals to General Meeting and Managing Board meetings regarding the matters, concerning the activities of the Association.
4) Full member has the voting right at the sessions of the General Meeting, executed by its authorised representative.
5.2 Member of the Association is obliged to:
1) Accept and follow the Statute of Association and the decisions of General Meeting and Managing Board
2) Participate in the activities of the Association; support its development and achieving of the objectives of the Association
3) Pay the membership fee of the Association
4) Promote and propagate environmentally aware attitude and principles of sustainable development.
VI TERMINATION OF MEMBERSHIP
6.1 The member has the right to withdraw from the Association on the basis of written application that must be addressed to the Managing Board. The Managing Board will answer to the application within one month. The member who has withdrawn from the Association shall have no right to reimbursement of membership fee.
6.2 The Managing Board may excludes the member from the Association, if the member:
1) Does not accept and follow the Statute of the Association
2) Compromises substantially the reputation of Association with irresponsible, publicly condemned attitude to the environment
3) Has not paid the membership fee by the payment date.
6.3 The decision of termination of membership is announced to the member within one month from the decision date.
6.4 The member of Association can challenge the membership termination decision at the session of the General Meeting with written appellation, addressed to the Managing Board. General Meeting makes the final decision in this case.
7.1 The management authorities of the Association are the General Meeting and the Managing Board.
7.2 The highest authority of the Association is the General Meeting of the members.
7.2.1 The regular session of the General Meeting is convened by the Managing Board at least once a year.
7.2.2 The written notice, convening the session of the General Meeting must be sent to the members of Association at least 30 days prior to the session of the General Meeting. The invitation contains time, place and agenda of the meeting.
7.2.3 The General Meeting is qualified, if more than half of the full members participate or are represented therein.
7.2.4 Each full member of the Association has one vote. The full member of Association may represent other full member by having the written authorisation.
7.2.5 Resolutions of the General Meeting are be adopted, if more than half of the full members, participating at the General Meeting is in favour, except the cases provided in Clauses 7.2.6 and 7.2.7.
7.2.6 Amendment of the Statute of the Association and the termination of the Association requires more than 2/3 of the votes in the session of the General Meeting, except in cases provided by Clause 7.2.7.
7.2.7 Changing of the objectives of the Association requires written acceptance at least 9/10 of the full members.
7.2.8 If less than half of the full members participates at the General Meeting, a new session of the General Meeting is convened by written invitations at the time, appointed by the Managing Board. The new session of the General Meeting is qualified regardless of the number of participating full members, except in cases provided in Clause 7.2.7.
7.2.9 Extraordinary session of the General Meeting is convened, if this is demanded by the Managing Board or at least 1/10 of the full members.
7.2.10 The protocol of the session of the General Meeting is made. The copy of protocol is sent to all members of the Association. The protocol is signed by the chairman of the meeting and by the protocol writer.
7.2.11 The General Meeting is qualified to:
1) Change the statute and objectives
2) Elect the Managing Board members and the Auditing Committee
3) Establish the rate of membership fee
4) Confirm the annual report
5) Confirm the activity program and budget
6) Decide on merge, division, dissolution and termination of the Association.
7.2.12 Additionally there will be discussion about other matters, proposed by the Managing Board or presented with written statement of the member of the Association to the Managing Board within 20 days before the session of the General Meeting.
7.3 The Managing Board is representing and managing activity of Association
7.3.1 General Meeting elects the members of the Managing Board.
7.3.2 The number of Board Members shall be uneven and include three to nine members. At least half of the Board Members shall be the residents of Estonian Republic.
7.3.3 General Meeting nominates the members of the Managing Board for two years.
7.3.4 The Managing Board is qualified, if more than half of the Board Members participate at the Meeting of the Board.
7.3.5 The resolutions of the Managing Board are adopted by simple majority of votes of the members present.
7.3.6 A session of the Managing Board is held, when necessary, but at least once in three months.
7.3.7 The protocol of the session of the Managing Board is made. The copy of protocol is sent to all members of the Association. The protocol is signed by the chairman of the meeting and by the protocol writer.
7.3.8 The Managing Board is qualified to:
1) Manage and represent the Association
2) Nominate the Chairman of Board
3) Convene the ordinary session of the General Meeting and execution of proposals to agenda
4) Elaborate the action program and budget of Association
5) Elaborate and present the annual report, accounting statement and action program to General Meeting and sign those by all members of the Managing Board
6) Receipt, keep the record and determine the use the membership fee of Association and other payments
7) Accept, exclude and keeping of the members list of Association.
7.3.9 The members of the Managing Board may recall before term of mandate by resolution of the session of General Meeting.
7.3.10 The member of the Managing Board may resign, on the basis of application which is addressed to the Managing Board. The General Meeting shall conclude discharge and nominate new Board Member.
7.4 The members of the Managing Board shall nominate among them the Chairman of the Board and Vice Chairman of the Board.
7.4.1 The Chairman of the Board is qualified to:
1) Manage and represent the Association
2) Daily manage the Association, engage and discharge the employees and assign their duties
3) Conclude the contracts with other juridical and physical bodies for achieving the objectives of Association and for other actions needed
4) Using the finances of Association within the limits set by Managing Board.
7.4.2 The Chairman or Vice-Chairman of the Board represents the Board and the Association in all acts in law, or other Members of the Board three together.
7.4.3 The Chairman of the Board may recall by resolution of the Managing Board.
7.4.4 The Chairman of the Board may resign, on the basis of application and written report up to the present time activities and about reasons of demission, which shall be addressed to the Managing Board. The Managing Board shall conclude discharge and nominate the new Chairman of the Board.
7.4.5 Vice Chairman of the Board fulfils the duties of the Chairman of the Board during his / her absence.
VIII PROPERTY AND RESOURCES
8.1 The property and resources of Association are formed of:
1) membership fees
2) other single payments, decided by General Meeting
3) voluntary provisions and donations
4) income from services, in accordance with the Statute
5) income from benefit activities
6) other legal income.
8.2 The resources of Association are used to achieve the objectives in accordance with the Statute and to guarantee the activities of Association.
8.3 The General Meeting sets membership fee rate and the order of payment.
8.4 The Managing Board arranges the receipt, accounting and retaining of the resources of the Association.
8.5 The Association may form funds and foundations from its resources according to the resolution of the General Meeting.
8.6 The economic year of the Association begins on 1st of January and ends on 31st of December.
9.1 The General Meeting elects the Auditing Committee, which consists of three members, to examine financial management of Association and compliance of that to valid legislation and to the Statute.
9.2 Audit shall be carried out according to the law.
9.3 The Auditing Committee presents the inspection reports and conclusions to the Managing Board and to the General Meeting.
X MERGER DIVISION AND TERMINATION OF THE ASSOCIATION
10.1 Merger, division or termination of the Association is resolved in accordance with the law and by the General Meeting if 2/3 the votes of the participating full members are in favour.
10.2 In case of termination of the Association the General Meeting elects or in case of compulsory liquidation the court appoints the Liquidation Commission, which carries out the procedure of liquidation according to the law.
10.3 In case of liquidation the remaining resources are handed over to non-profit institution or foundation with similar objectives.
These Statutes of the Association were adopted on 21 April, 2003 and revised on May 29, 2003.