ARTICLES OF ASSOCIATION OF THE ESTONIAN CONSULTANTS ASSOCIATION
- GENERAL PROVISIONS
1.1. Estonian Consultants Association (henceforth EKA) is a non-profit organisation created voluntarily by and operating under the governing of management and business consultants.
1.2. The aim of EKA is to ensure quality consultation service in Estonia and its development.
1.3. The official name of EKA is in Estonian: Mittetulundusühing Eesti Konsultantide Assotsiatsioon.
1.4. EKA is located in Tallinn, the capital of the Republic of Estonia. EKA was founded on 14 October 1992.
1.5. EKA has the right to develop its network by establishing branches, offices and other units that are legal bodies or not, both in Estonia and elsewhere.
1.6. EKA is a legal person with an independent balance sheet, that creates and uses its financial resources on bank accounts and other accounts in banks.
1.7. EKA is liable for its proprietary obligations with its assets. EKA is not liable for the proprietary obligations of its members and the members are not liable for the proprietary obligations of EKA. The state is not liable for the proprietary obligations of EKA and vice versa.
1.8. Everyone who finds that EKA, with its activities, has violated their rights or limited their freedom, has the right to lodge an appeal to civil or administrative court.
1.9. In its activities, EKA acts pursuant to the constitution of the Republic of Estonia, other legislation, these Articles of Association and the Code of Ethics of Consultants.
1.10. EKA Ethics Committee shall assess consultant’s violation of professional ethics. EKA Ethics Committee is composed of minimum three members, at least one of whom is not a member of EKA. EKA general meeting shall approve the statutes and the Ethics Committee based on the proposal of the board.
- EKA’s ACTIVITIES SPECIFIED IN THE ARTICLES OF ASSOCIATION
2.1. Organising trainings for consultants, establishing an informative support network for them, including adopting international methods, creating necessary databases, conducting development studies, etc.
2.2. EKA Ethics Committee shall assess the consultant’s violation of professional ethics.
2.3. Establishing international connections with similar associations, organisations active in consultation and single consultants, participating in international cooperation projects.
2.4. Organising the work related to the consultant’s position, including issues with selecting the work and introducing its levels, and ethical matters.
2.5. Giving expert assessment to a conflict situation that has emerged during consultation or after finishing a consultation project or a work task.
2.6. Protecting the work- and profession-related and professional interests of EKA members and organising club activities.
2.7. Assessing consultants in terms of meeting the requirements set for the profession, awarding the professional qualification and removing the professional certificate for significant reasons.
2.8. The aim of EKA’s activities specified in sections 2.1.–2.6. of the Articles of Association is not to receive and divide material income for and between its members.
- EKA MEMBERS, THEIR RIGHTS AND OBLIGATIONS
3.1. In addition to the founding members, all physical and legal persons active as consultants can be members of EKA.
3.2. EKA membership is given with the board’s decision based on the applicant’s written application that has recommendations from two EKA members.
3.3. EKA members have the right to:
3.3.1. participate in the elections for elected bodies and be a candidate for these;
3.3.2. submit proposals regarding the activities of EKA for discussion to the EKA managerial bodies and participate in the discussions of the said proposals; participate in the voting during general meeting;
3.3.3. be the first to use EKA services with special benefits.
3.4. EKA members are obliged to:
3.4.1. pay initial and periodical membership;
3.4.2. not harm EKA with their activities; act according to the Code of Ethics of Consultants.
3.5. EKA members participating in EKA programmes must also report to EKA.
3.6. EKA members are liable pursuant to the order provided in the law in case they have acted in EKA’s name without authorisation or have exceeded the limits of authority and the action has led to violation of law.
- EKA ASSETS AND EXPENSES
4.1. EKA assets are composed of:
4.1.1. initial membership fees and annual membership fees, the payment order and sum of which is set by the board;
4.1.2. grants, appropriations, donations and other specific or unspecified proceeds;
4.1.3. income gained from provision of paid services to reach the aims set in the articles of association and from publishing and spreading the association’s publications.
4.2. Specific foundations may be established for organising different activities:
4.2.1. for paying grants to specific persons;
4.2.2. for organising idea competitions and paying the prizes;
4.2.3. for financing surveys, development works and expert assessments;
4.2.4. for organising and supporting exhibitions, meetings and other events.
4.3. EKA uses its assets only for activities specified in the Articles of Association.
- EKA MANAGEMENT
5.1. The highest self-governing body of EKA is the general meeting of EKA members.
5. 1.1. The board shall organise the general meeting once in a year, a special general meeting is organised when necessary.
5.1.2. EKA members are notified of the general meeting at least one month in advance and the agenda is disclosed at least 1 week ahead.
5.1.3. The general meeting is competent to:
–amend the Articles of Association;
–appoint or remove board members;
–appoint or remove representatives;
–decide on transactions with the board or a member of some other body;
–set the conditions for a transaction;
–decide on holding a legal dispute and appoint a representative for the NPO in this transaction or dispute;
–approve the annual report;
–decide the termination, merger or division of the NPO.
5.1.4. During voting each EKA member has one vote. The general meeting has quorum if more than half of the members are present. A decision is deemed made if at least 51% of the people registered for the meeting vote in favour of it. If the general meeting does not have quorum, the board shall organise a repeat general meeting within one month, and the decision of this meeting shall be deemed made if 50% plus one person present vote in favour of it.
5.2. EKA general meeting shall elect the board for two to five years.
5.2.1. The board shall elect EKA president and vice president who coordinate the board’s activities during the board’s working year.
5.2.2. EKA president:
–organises board meetings and acts as a chairman of these meetings;
–represents EKA in relations with other legal and physical persons;
–signs agreements, contracts and other transactions in EKA’s name and authorises others to do such transactions.
5.2.3. EKA board holds meetings at least once in a quarter or based on necessity.
5.2.4. The board has quorum if at least half of the members are present. Decisions are made by simple majority.
5.2.5. Tasks of the board:
–developing strategy for EKA;
–reviewing EKA work year results and presenting them at the general meeting;
–accepting and removing EKA members;
–preparing on-going activity programmes for EKA;
–if necessary, hiring personnel and approving the payment order and rate of their work.
5.3. In case a director is hired, the director is responsible for EKA’s daily work and for the completion of the tasks set for the board. The director shall represent EKA in relations with other legal and physical persons, sign agreements in EKA’s name, perform and execute board’s and general meeting’s decisions, prepare the matters to be discussed at the board and general meetings, establish accounting and organise the tax payment for state and local budgets.
- SUPERVISION OF FINANCIAL ACTIVITIES
6.1. Audit Committee elected at the general meeting shall supervise EKA’s financial activities.
6.2. Audit Committee includes 1–3 members. The committee has authority for up to three years.
6.3. Audit Committee tasks include checking the balance, cash, invoices, inventory and once a year also the entire financial activities of EKA and representing the results at the general meeting.
- REORGANISING AND ENDING THE ACTIVITIES OF EKA
7.1. EKA activities shall be terminated by the general meeting if EKA tasks can no longer be performed, the financial situation does not allow continuing or for explained reasons of the Audit Committee.
7.2. To terminate the activities of EKA, the votes from two thirds of all the members participating in the general meeting are required.
7.3. EKA activities shall be terminated if there are less than three members left in the association.
7.4. A relevant decision by the administrative court can end EKA activities.
7.4.1. NPO is terminated with a court ruling according to the requirement of the minister of the interior or other concerned person if: 1) the activities of the non-profit organisation are not in compliance with the aims specified in the articles of association; 2) if business activities become the main activity of the non-profit organisation.
7.5. If termination of EKA activities is decided then the general meeting shall elect the Liquidation Committee, determine the term of its authority, which cannot be less than two months, and set the time for final general meeting.
7.6. Liquidation Committee shall end EKA’s activities, publish a relevant notification in a newspaper, settle the creditors’ claims, divide the remaining asset for community service, formalise the final act of liquidation and submit it to the general meeting for approval. The approved final act shall be forwarded to the national registrar within three days and to the office that registered the Articles of Association for it to be erased from the register.