Statues
Estonian Swedish Chamber of Commerce statutes, approved by the Ordinary Meeting of the Chamber of Commerce at April 8, 2008.
1§
The Chamber of Commerce, whose name is Estnisk-Svenska Handelskammaren and secondary name Estonian Swedish Chamber of Commerce, has the objective of encouraging commercial contacts between Estonia and Sweden. The Chamber of Commerce, residing in Stockholm, is a non-profit organisation and subject to Swedish law. The Chamber of Commerce activities are non-political.
2§
To carry out its objectives, the Chamber of Commerce mediates contacts between entrepreneurs and organisations in Estonia and Sweden, and assists with information and some consulting. The scope of activities is decided by the Board after consultations with the Chamber of Commerce Council. In its work, the Chamber of Commerce consults with similar organisation such EAS Enterprise Estonia, Estonian Embassy in Sweden, the Swedish Embassy in Estonia, Swedish Trade Council and others.
The Chamber of Commerce may form and operate a service company for carrying out certain tasks.
3§
The Chamber consists of honorary members, permanent members and annual paying members. In addition, other individuals, companies and organisations, who have made considerable efforts for the development of trade relations between Estonia and Sweden, may be elected as honorary members. On the Board’s proposal, such honorary members will be elected at the Ordinary Meeting of the Chamber of Commerce.
4§
Private individuals, companies and organisations, doing business in Estonia or in Sweden, as well as other private individuals, companies and organisations, having interest in the Chamber of Commerce’s objectives, may be admitted as permanent members or annual paying members. The Board shall decide whether to grant membership to applicants.
5§
Within one month after the invoice date, an annual paying member shall pay a fee per calendar year to the Chamber of Commerce. The size of the fee for each following financial year will be decided by the Ordinary Meeting of the Chambers of Commerce. An annual paying member, joining the Chamber of Commerce after 1st July, pays only half-rate for the first year. By submitting a membership application, members have undertaken to pay annual membership fees after being admitted as members. Annual paying member wishing to be exempted from the obligation to pay the annual fee for subsequent years shall in writing to the Chamber of Commerce submit its resignation before 30th September. Resignation from Chamber of Commerce is only effective as of the end of a financial year. The Chamber of Commerce Board has the right to revoke the members’ membership who has not paid membership fee or who has violated the Chamber of Commerce’s objectives.
6§
The Chamber of Commerce´s financial year coincides with the calendar year.
7§
The Chamber of Commerce consists of the following bodies: the Managing Director. The Meeting of the Chamber of Commerce, the Chamber of Commerce Council, the Board, the Auditor, Nominating Committee and, if so decide
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The Meeting of the Chamber of Commerce elects the Chamber of Commerce Council, the Board and the Auditor.
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The Board elects, if necessary, the Managing Director or a person holding an equivalent position.
8§
Ordinary Meeting of the Chambers of Commerce will take place before the end of May. Extraordinary meeting takes place when the Board so decides or on written request by at least ten members. Time and place of the Chamber of Commerce meetings are determined by the Board. Notice of the meeting shall be sent to all members at least fourteen days before the meeting. The notice shall be sent to the member’s e-mail address, last specified by the member. The notice shall specify the issues to be discussed at the meeting. Each member has the right to file a motion to the Ordinary Meeting of the Chamber of Commerce where the member may raise an issue that falls within the field of Chamber of Commerce’s activities. The motion shall be in writing and submitted to the Board at least one month before the meeting at which the issue is requested to be decided on. At a meeting, key decisions may not be taken regarding issues other than those specified in the notice. At the Ordinary Meeting of the Chamber of Commerce, the following issues shall be considered:
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election of the Chairman for the meeting,
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notification of the meeting secretary,
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election of two persons who, together with the Chairman of the meeting, shall verify the minutes of the Ordinary Meeting of the Chamber of Commerce,
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the meetings compatibility with the statutes and its quorum,
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the Board’s report of Chamber of Commerce’s operations and financial management during the previous year,
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the Auditor´s report and discharge to the Board for the previous year’s activities,
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determining the number of members of the Chamber of Commerce Council,
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election of members of the Chamber of Commerce Council,
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determining the number of members of the Board,
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election of the Chairman of the Board and other members of the Board,
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election of the Auditor,
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election of Nomination Committee,
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issues prepared by the Board and submitted to the Ordinary Meeting of the Chamber of Commerce,
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determining the annual member fee
9§
Voting at the Chamber of Commerce meetings are by an open and public vote. The decision, on which the majority is united, is valid. During election of officials, the elections will, upon request, be held by secret ballot. If votes are equal, the election will be decided by drawing lots. When voting, each member has one vote. Legal person and organisations are represented by a natural person. Right to vote may not be exercised if the annual fee is not paid. At the Chamber of Commerce meetings, absent members may vote by proxy, held by a present member of the Chamber of Commerce. One member can however only vote for a maximum of three absent members. A Chamber of Commerce meeting has a quorum when at least 2/3 of the members are present or represented.
10§
At the annual Chamber of Commerce meeting, members of the Chamber of Commerce Council are elected for two years. Retiring member may be re-elected. Chamber of Commerce Council meetings have a quorum when at least half of the members are present.
If necessary, the Chamber of Commerce Council gives advice to the Board. The Board must always consult the Council regarding general guidelines for the Chamber of Commerce’s activities.
The Council meets annually immediately after the Ordinary Meeting of the Chambers of Commerce and appoints the Chairman. Additional meetings of the Chamber of Commerce Council are held when the Chairman gives notice to the Council. Notice shall be given no later than 14 days before the meeting
11§
The Chamber of Commerce Board consists of the Chairman, the secretary, the treasurer and a maximum four other members. The Chairman and other directors are elected annually until the end of the next Ordinary Meeting of the Chambers of Commerce. A retiring director may be reappointed.
The Board appoints among the directors one secretary and one treasurer. The Board has a quorum when at least half of the directors are present. The Board is responsible for the Chamber of Commerce’s organisation and the management of the Chamber of Commerce’s interests.
If necessary, the Board Chamber of Commerce appoints and employs a Managing Director to handle the day-to-day operations in accordance with guidelines and instructions from the Board. In major issues, or if an issue is of fundamental significance, the Board shall consult with the Chamber of Commerce Council.
The Board shall annually produce a report of the Chamber of Commerce’s activities, at the latest, four months after the financial year-end. The Board’s report, together with financial statements, shall within the same time period be submitted to the Auditor.
Notice of a Board meeting shall be distributed no later than 14 days before the meeting. In particularly urgent cases, the Chairman may summon a meeting with shorter notice, depending on the urgency of the matter.
12§
For the audit of the Board´s activities and accounts, an Auditor is elected at the Ordinary Meeting of the Chamber of Commerce. The Auditor shall deliver an auditor’s report to the Ordinary Meeting of the Chamber of Commerce containing an opinion on whether a discharge of liability should be approved or not.
13§
Amendments of these statutes requires decisions at two consecutive meetings of the Chamber of Commerce, whereas at least one shall be an Ordinary Meeting of the Chamber of Commerce, and whereas the decision at each meeting must be approved by at least 2/3 of the votes.
Amendments of these statutes requires decisions at two consecutive meetings of the Chamber of Commerce, whereas at least one shall be an Ordinary Meeting of the Chamber of Commerce, and whereas the decision at each meeting must be approved by at least 2/3 of the votes.
14§
The Chamber of Commerce can be dissolved only if a decision is made at two consecutive meetings of the Chamber of Commerce, whereas at least one shall be an Ordinary Meeting of the Chamber of Commerce, and whereas the decision at each meeting is approved by at least 3/4 of the votes.
15§
In the event of dissolution of the Chamber of Commerce, the net assets shall be provided for the benefit of some other chamber of commerce or similar organisation with related objectives.