Articles of Association

GENERAL PROVISIONS

The name of the non-profit association is “Estonian Association of Information Technology and Telecommunications” (hereinafter referred to as ‘Association’).

The location of the Association is Tallinn.

The Association is a voluntary association of companies operating in the areas of information technology, electronic communication, production or development of electronic equipment, electronic media and content services, robotics and/or in areas related to these.

The Association is a legal person governed by private law that proceeds in its activities from the Non-profit Associations Act of the Republic of Estonia, other legislation and these articles of association (hereinafter referred to as ‘Articles of Association’).

The Association is liable for performance of its obligations with all its assets. A member of the Association is not liable for performance of the obligations of the Association.

The objectives of the Association include:

to unite Estonian companies operating in the areas of information technology and telecommunications (hereinafter referred to as ‘area of activity of the Association’), to promote their cooperation, to represent and protect their interests and to express their common positions;

to support and promote processes related to Estonia’s development toward being an information society, to direct the development of the sectors and education related to the areas of activity of the Association by participating in the development and application of the development plans of the economic policy and education of Estonia;

proceeding from good business practices to contribute to creating and ensuring fair and effective competition as the main prerequisites of development of the given areas of economy in the Estonian market of information and communication technology services and goods;

to develop common strategies in order to ensure more rapid growth of sectors related to the area of activity of the Association by conducting necessary research and analyses, organising statistics and contributing to the creation and introduction of standards, legislation and quality standards of Estonian information and communication technology;

to contribute to adapting the principles of the corresponding regulation of the European Union to the legal area of Estonia, to make its own proposals and recommendations to the regulators of Europe and other creators of international regulative standards;

to cooperate with Estonian as well as international organisations operating in the area of activity of the Association;

to assist its members as well as their employees in arranging training and personnel development;

to collect and disseminate information related to the area of activity of the Association to its members as well as to the public;

to contribute to prevention of cases damaging the reputation of the area of activity of the Association, by solving the problems between the companies within the Association;

to develop other activities necessary or useful to members which are in conformity with the objectives of the Association specified in these Articles of Association.

promoting the information and communication technology education and therefore giving scholarship support to students.

In order to achieve its objectives the Association forms necessary management, supervisory and working bodies in accordance with the procedure established in the Articles of Association and in legislation.

The objective of the Association is not to make profit through economic activities. The Association may use its profit only in order to achieve the objectives specified in clause 1.6 of these Articles of Association. The Association may not distribute its profit among its members.

The principles of activity of the Association include:

full members in possession of the right to vote;

voluntary nature and non-transferability of membership;

members’ obligations to the Association arising only from the Articles of Association;

neutrality.

MEMBERSHIP

The Association consists of at least 15 (fifteen) members.

As regards the status, the members of the Association are divided into full members (hereinafter referred to as ‘Full Member’) and associate members (hereinafter referred to as ‘Associate Member’). In addition to these the Association may have honorary members.

Full Member status can be given to legal persons:

who have been registered in the Republic of Estonia;

who have been operating not less than 1 (one) year;

who observe these Articles of Association and the code of ethics of the Association (hereinafter referred to as ‘Code of Ethics’) and adhere to the resolutions adopted by the general meeting of the Association (hereinafter referred to as ‘General Meeting’) and the management board of the Association (hereinafter referred to as ‘Management Board’);

whose area of activity is related to the area of activity of the Association and whose interests coincide with the objectives of the Association.

Associate Member status can be given to legal persons, including non-profit organisations and associations:

who have been registered in the Republic of Estonia;

who observe these Articles of Association and the Code of Ethics and adhere to the resolutions adopted by the General Meeting and the Management Board;

whose area of activity is related to the area of activity of the Association whose interests coincide with the objectives of the Association.

The representative of an Associate Member does not have the right of vote at the General Meeting, but he/she can take part in the work of the governing and working bodies of the Association and hold the right of vote in doing so.

Associate Members are not subject to the requirement established in clause 2.3.2 of the Articles of Association.

Legal persons who’s main business activity is in area of activity of the Association, can not be Associated members.

Associate Members cannot participate in the division of the assets remaining upon the dissolution of the Association.

The honorary member status may be given to a natural person who has effectively represented the interests of the Association and made a major contribution to achieving the objectives of the Association. An honorary member may participate in the work of the Association, incl. in the work of the working bodies without possessing any right to vote. The General Meeting adopts a resolution on giving honorary member status.

A Full Member or an Associate Member of the Association is accepted pursuant to a resolution adopted by the Management Board on the basis of a written application of a relevant representative of the candidate member. The membership in the Association commences as of the moment of satisfaction of the application of acceptance of the person to the Association by the Management Board. The Management Board is not obliged to motivate the resolution on acceptance or non-acceptance to the Association.

A member of the Association is entitled to leave the Association on the basis of an application in writing, whereas the membership terminates in 1 (one) month as of the moment of submission of the application to the Management Board.

A member of the Association may be excluded from the Association by a resolution of the Management Board:

due to a significant violation of the Articles of Association;

due to non-payment of the entrance fee or the membership fee by the specified term;

due to the repeated disregard of a resolution of the General Meeting or the Management Board;

due to the repeated violation of the Code of Ethics on the proposal of the court of honour (hereinafter referred to as ‘Court of Honour’);

in case upon acceptance to the Association the member has knowingly presented inaccurate data, due to which its acceptance to the membership in the Association was not legitimate.

Exclusion of a member from the Association does not exempt the member excluded from the Association from payment of the membership fee not paid by it until the moment of its exclusion. Prepaid membership fee is not returned.

In case of dissolution of a member who is a legal person its membership in the Association terminates.

Membership in the Association is connected with the entrance and membership fee, the amounts and payment terms of which are approved by the General Meeting with its resolution.

A person whose membership in the Association has terminated does not possess any rights to the assets of the Association.

A person whose membership in the Association has terminated is not entitled to participate itself or through its representative in the management or supervisory bodies of the Association, unless the General Meeting of the Association has decided otherwise.

RIGHTS AND OBLIGATIONS OF MEMBERS

The Full Members of the Association are in possession of equal rights.

The Full Members of the Association are entitled:

to participate in the General Meeting;

to nominate candidates to election of members of the bodies of the Association;

to submit proposals to the management bodies of the Association in issues related to the activities of the Association and to its members;

to use the services of the Association in the first place;

to use the insignia of the Association;

to receive information on the activities of the Association;

to receive within 5 (five) working days as of the General Meeting and within 3 (three) working days as of the meeting of the Management Board the minutes of the corresponding meetings;

to participate in distribution of the assets remaining after dissolution of the Association;

to leave the Association.

The Associate Members of the Association possess the rights of the Full Member, subject to the specifications provided in clauses 2.5. and 2.7. of the Articles of Association.

Members of the Association also have other rights prescribed by the Articles of Association or legislation.

Members of the Association are obliged:

to observe the Articles of Association;

to observe the Code of Ethics;

to observe the resolutions of the General Meeting and the Management Board being in accordance with the Articles of Association;

to participate in the activities of the Association in order to achieve the objectives of the Association;

to participate actively in carrying out research conducted by the Association and present data about itself in the extent which does not damage its economic activities;

to submit to the Management Board the annual report of the member of the Association in electronic form within 1 (one) month as of its confirmation by a relevant body of the member of the Association;

to pay membership fee in due course in the amount and on the date prescribed;

to store and use the assets belonging to the Association prudently;

not to damage and prevent activities that damage or may damage the reputation of the Association;

Upon a change in the data of the member of the Association (name, personal identification code or registry code or address), to notify the Management Board of this in writing in order to make changes in the list of members.

No other proprietary obligations than the payment obligation of the entrance and membership fee may be imposed on members by a resolution of the General Meeting or the Management Board.

By a resolution and/or proposal of the General Meeting or the Management Board a member may assume obligations in relation to organising events of the Association and/or participating in these provided that a mutual agreement has been reached.

CODE OF ETHICS

The Association has the Code of Ethics that the members of the Association are obliged to observe.

The Code of Ethics is approved by the General Meeting and it forms a basis for the activities of the Court of Honour.

BODIES OF ASSOCIATION

The highest body of the Association is the General Meeting.

The management bodies of the Association are the Management Board and the executive team of the Association (hereinafter referred to as ‘Executive Team’).

The working bodies of the Association are the councils, panels of the Association and Court of Honour.

The supervisory body of the Association is audit committee of the Association (hereinafter referred to as ‘Audit Committee’).

GENERAL MEETING

The General Meeting is the highest body of the Association, which acts in accordance with the procedure established by law and the Articles of Association.

The General Meeting is capable of:

confirming, supplementing and amending the Articles of Association and the Code of Ethics;

changing the objective of the Association;

electing and removing members of the Management Board and the Audit Committee as well as electing and removing an auditor;

electing members of the Court of Honour;

deciding on conclusion of a transaction with a member of the Management Board or on assertion of a claim against the member, and appointing a representative of the Association in such a transaction or claim;

confirming the amount of the entrance or membership fee of the Association and the procedure for its payment;

confirming the annual report of the Association and the report of the Audit Committee and the audit;

establishing funds and confirming the bases and procedure for their use;

dissolving the Association;

adopting resolutions on other issues not granted to the capability of other bodies of the Association by legislation or the Articles of Association.

A member of the Association may be represented at the General Meeting by its legal representative or an employee of the member of the Association authorised by the legal representative.

Ordinary General Meetings are convened by the Management Board 2 (two) times a year. A notice of the General Meeting is sent to the members of the Association not later than 14 (fourteen) days before the General Meeting.

Extraordinary General Meetings are convened by the Management Board in case the Audit Committee, the Court of Honour or at least 1/10 (one-tenth) of the members of the Association so require in writing and specify the reason therefor. A notice of the extraordinary General Meeting is sent to the members of the Association not later than 7 (seven) days before the extraordinary General Meeting. In case the Management Board does not convene the extraordinary General Meeting under the circumstances specified in this clause of the Articles of Association, the applicants may convene the General Meeting in accordance with the same procedure established for the Management Board.

The General Meeting is capable of adopting a resolution if more than ½ (one-half) of the full members of the Association are represented in it.

Resolutions of the General Meeting on confirmation and amendment of the Articles of Association and on dissolution, merger and division of the Association are adopted if at least ¾ (three-fourths) of the full members who participated in or were represented at the General Meeting voted in favour. Resolutions on other issues are adopted with a simple majority of votes (more than one-half of the votes represented at the General Meeting). Upon the election of a person, the candidate who has received the most votes shall be considered as elected.

The General Meeting is capable of adopting resolutions on issues notified upon convening the General Meeting. Resolutions on issues not notified upon convening the General Meeting may be adopted in case all the members of the Association with the right to vote are represented at the General Meeting.

Each full member of the Association has one vote. A member may not vote if entry into a transaction with the member or with a person with an equivalent economic interest or commencement or termination of a court action against the member is being decided by the Association.

A member of the Association who is also a member of the Management Board or the Court of Honour may not vote on a resolution to assert a claim against the member. The votes of members of the Association specified in this clause of the Articles of Association are not taken into consideration in the determination of representation.

In case the General Meeting cannot be held due to the lack of a quorum specified in clause 6.6. of the Articles of Association, the General Meeting shall be convened again by the Management Board in writing within 3 (three) weeks by notifying the members of the Association of this at least 7 (seven) days in advance. In such a case the General Meeting is capable of adopting a resolution in case at least 10 (ten) members with the right to vote participate in or are represented at the General Meeting.

MANAGEMENT BOARD

The General Meeting elects the Management Board who manages and represents the everyday activities of the Association.

The procedure for election of the Management Board is specified by the General Meeting.

The Management Board is elected by the General Meeting. The candidate member of the Management Board of the Association is nominated from among the employees, managers and executive officers and the members of the management board or supervisory board of the members of the Association.

The Management Board consists of 3 (three) to 9 (nine) members.

A member of the Association may be represented in the Management Board only by 1 (one) member.

The Management Board is elected for 2 (two) years.

The Management Board elects from among its members a chairman of the Management Board (hereinafter referred to as ‘President’) and a vice chairman of the Management Board (hereinafter referred to as ‘Vice President’).

The Management Board is capable of:

ensuring execution of the resolutions of the General Meeting;

convening the General Meeting and preparing the agenda of the General Meeting;

dealing with and adopting resolutions on the proposals made by the Court of Honour;

arranging the accounting of the Association in accordance with the requirements of the legislation;

forming councils and panels, handling and adopting resolutions on the proposals made by the councils, checking the work of the panels;

confirming the budget of the Association and preparing the annual report for submission to the General Meeting;

adopting resolutions on acquisition of assets to the Association and on their transfer in accordance with the budget confirmed by the Association and adopting resolutions on use of the assets;

entering into an employment contract with the Executive Manager, confirming the remunerative posts (the Executive Team) and checking the activities of the Executive Manager;

establishing the rules of procedure of the Management Board;

considering applications of the candidate members and adopting resolutions on acceptance of new members and exclusion of the members from the Association;

adopting resolutions on granting support and sponsorship applied by the Association;

adopting official positions of the Association in the common interests of the members of the Association;

delegating specific issues to the respective council in order to form and adopt an official position of the Association;

adopting resolutions on other issues granted to the capability of the Management Board by legislation or the Articles of Association.

The Management Board is capable of adopting resolutions if more than ½ (one-half) of the members of the Management Board participate in the meeting. The Management Board may adopt resolutions without convening a meeting in case all members of the Management Board vote in favour in writing.

The resolutions of the Management Board are adopted with a simple majority of votes. In case of equal division of votes the vote of the President or in case of the latter’s absence that of the Vice President shall be decisive.

A member of the Management Board may not participate in voting if an issue related to the member or to a person with an equivalent economic interest, entry into a transaction with the member or commencement or termination of a court action against the member is being decided by the Association.

A notice of the meeting of the Management Board is sent to the members of the Management Board 7 (seven) days before the meeting.

The meetings of the Management Board are recorded and the resolutions are sent to all members of the Association as well as to the Executive Manager.

In legal acts the Association may be represented by the President or jointly by 2 (two) members of the Management Board.

The meetings of the Management Board take place in accordance with the need but not less frequently than once a quarter and also if so required by the Court of Honour in cases specified in the Code of Ethics.

The General Meeting may recall a member of the Management Board at any time regardless of the reasons and without prior notification.

A member of the Management Board may resign, giving the Association at least one month’s prior notice thereof. Upon receiving the resignation application, the General Meeting of the Association recalls the member of the Management Board within one month from the receipt of the application. If the General Meeting does not recall the member of the Management Board within the term established in the previous sentence, the member of the Management Board who submitted the resignation application is automatically released from the fulfilment of his/her duties after one month from the submission of the application. The release from the fulfilment of duties only applies to internal relations with the Association and provided that the number of the members of the Management Board is in conformity with the minimum requirements established in legislation and the Articles of Association also without the member of the Management Board who submitted the resignation application.

EXECUTIVE TEAM

The Executive Team is a permanent executive and organisational working body of the Association whose capability, composition and tasks are determined by a resolution of the Management Board.

The Executive Team is capable of:

ensuring execution of the resolutions of the Management Board;

preparing materials for the meetings of the Management Board and for the General Meetings;

arranging a register of the members of the Association, maintenance and storage of the corresponding data;

arranging for the financial activities of the Association to be registered and reported;

disposing of the assets of the Association pursuant to the decisions of the Management Board;

representing the Association and concluding contracts within the limits of the powers conferred by the Management Board.

The Executive Team is managed by the Executive Manager, who is capable of concluding employment contracts with the members of the Executive Team.

The Executive Manager participates in the meetings of the Management Board at the invitation of the Management Board without the right to vote.

Direct orders are issued to the Executive Manager by the President or, upon the latter’s absence, by the Vice President.

The Executive Manager is obliged to report to the Management Board.

COURT OF HONOUR

The task of the Court of Honour is to act as an advisory body for the Association in any situations of diverse opinions, including as:

an independent advisor or conciliator in disagreements between the members of the Association;

and independent advisor or conciliator in disagreements between the members of the Association and third parties (e.g. customers);

a body processing appeals filed on the basis of the Code of Ethics.

The Court of Honour is elected by the General Meeting for 2 (two) years. Experts from outside the Association may be included among the members of the Court of Honour, if necessary.

The competence of the Court of honour includes:

making proposals to the General Meeting to amend the Code of Ethics;

discussing and deciding on appeals filed with regard to members of the Association in accordance with the Code of Ethics;

the right to initiate proceedings with regard to possible violations of the Code of Ethics upon its own initiative , i.e. without an appeal by a member of the Association;

informing the public on behalf of the Association of undertakings that operate in the area of activity of the Association who discriminate against competitors or customers and disregard the principles of fair competition;

adopting an opinion on and calling attention to matters discussed by the Court of Honour;

settling disagreements as a conciliator with the common consent of the parties;

imposing sanctions or making a proposal to the Management Board to impose sanctions in the case of a violation of the Code of Ethics pursuant to subsection 9.7 of the Articles of Association.

The Court of Honour has the right to request explanations from a member of the Association about circumstances stated in an appeal made with regard to the member.

The Court of Honour consists of 5 (five) to 7 (seven) members. The Court of Honour elects a chairman of the Court of Honour from amongst its members to organise the work of the Court of Honour.

A member of the Court of Honour must not simultaneously be a member of the Management Board.

Upon discovering a violation of the Code of Ethics, the Court of Honour has the right to:

reprimand the member; or

make a proposal to the Management Board to exclude the member from the Association.

The Court of Honour may adopt a decision when more than ½ (a half) of its members are in attendance of the meeting.

Adopting a decision of the Court of Honour requires the majority of the votes of the members of the Court of Honour attending the meeting of the Court of Honour to be in favour.

A member of the Court of Honour may not participate in a discussion or voting, if a matter related to him/her or a person holding economic interests equivalent to him/her (including, among others, members of the Association whom he/she represents) or an appeal made by him/her or a person holding economic interests equivalent to him/her is being discussed or decided on. The vote of the member of the Court of Honour referred to in this subsection of the Articles of Association is not taken into account upon determining representation.

COUNCILS AND COMMITEES

Councils

In order to form an official opinion of the Association in issues related to or of interest for the members of the Association the Management Board may form councils.

A prerequisite for forming a council is the initiative of the Management Board or of at least 2 (two) members of the Association.

Unless otherwise decided by the General Meeting, a resolution on formation of a specific council, the number of its members and the procedure for electing its members and chairman is adopted by the Management Board. Experts from outside the Association may be involved among the members of the council.

The Management Board may authorise councils to adopt and express opinions in the name of the Association.

A council may adopt resolutions in case more than ½ (one-half) of its members participate in its meeting. In order to adopt a resolution of the council a majority of votes in favour of the members of the council who participated in the meeting of the council is required. In case of equal division of votes the vote of the chairman of the council or in case of the latter’s absence that of the vice chairman shall be decisive.

The chairman and vice chairman of a council are appointed by the Management Board. The work period of a council terminates at the same time with the work period of the Management Board. Upon termination of the work period, the new Management Board decides on termination or continuation of the work of the council.

Committees

The Management Board may form committees in order to carry out specific tasks, projects and events.

The work of a panel terminates upon performance of the task, termination of the project or event.

DISCLOSURE OF NOTICES

Notices of the Association to its members are delivered in writing, by electronic means or they are notified of through the website of the Association.

ECONOMIC ACTIVITIES AND DISTRIBUTION OF ASSETS

The income of the Association is formed from:

entrance and membership fees;

arranging events and providing services;

donations and sponsorship;

other sources.

The Association assists its members in introducing new information and communication technologies as well as the respective solutions and applications by arranging exhibitions, seminars, conferences and other public events.

The Association may provide other services (market analysis, arranging refresher courses and training events, consultations, advertising, coordination of collective projects, promotional events introducing the area of activity of the Association and other club and entertainment events) to members of the Association and other persons.

The assets of the Association may be used only in compliance with the objectives specified in the Articles of Association.

REPORTING

The financial year of the Association commences on 1 January and terminates on 31 December.

Not later than within 6 (six) months as of the end of the financial year the Management Board submits to the General Meeting for its confirmation an annual report that is in accordance with legislation and includes the following:

a management report;

annual accounts.

The annual report is confirmed by the General Meeting on the proposal of the Audit Committee on the basis of the results of the audit and in accordance with the applicable legislation.

CHECKING AND AUDITING

The economic activities are checked by the Audit Committee and an auditor.

The Audit Committee is capable of checking the economic activities of the Association and the activities of the Management Board and the Executive Team.

The members of the Audit Committee are elected by the General Meeting for 3 (three) years. The Audit Committee consists of 3 (three) members.

The members of the Audit Committee elect from among themselves a chairman of the Audit Committee who manages and arranges the work of the Committee.

The Audit Committee submits to the General Meeting a report on the basis of the results of the audit of the previous financial year. In the report the Audit Committee makes a proposal related to confirmation or additional check of the annual report of the Management Board.

The members of the Management Board and the Executive Manager have to enable the controller or the auditor to examine all the documents necessary for carrying out the review or audit and to furnish the necessary information.

OTHER TERMS AND CONDITIONS

The Association is dissolved:

by a resolution of the General Meeting;

in the course of bankruptcy proceedings;

upon a decrease of the number of members to below 15 (fifteen);

due to the inability of the General Meeting to appoint the members of bodies prescribed by law or the Articles of Association;

on another basis prescribed by law or the Articles of Association.

Dissolution of the Association may be decided by the General Meeting in case more than ½ (one-half) of the members are represented at the meeting and the resolution on dissolution of the Association has been adopted in case at least ¾ (three-fourths) of the full members of the Association who participated in or were represented at the General Meeting voted in favour.

The dissolution and liquidation of the Association take place in accordance with the procedure and manner prescribed in law.

In case of dissolution of the Association the procedure for transfer of assets of the Association is specified by a resolution of the General Meeting. After satisfaction of all claims of creditors, the remaining assets are distributed in equal parts among the persons who had been members of the Association at the moment of its dissolution.

In case any of the provisions of the Articles of Association is or will in the future be contrary to laws, the appropriate measure specified in the law shall be applied.