Articles of Association

ARTICLES OF ASSOCIATION OF THE NON-PROFIT ASSOCIATION
“ESTONIAN WATER WORKS ASSOCIATION”

Redaction of the Articles of Association of 22.02.1999 which have been amended with the decision of the General Meeting of 27.05.2011

I GENERAL PROVISIONS

1  The official name of the non-profit association is the ESTONIAN WATER WORKS ASSOCIATION.

2  The non-profit association (hereinafter referred to as the Association) is a nationwide voluntary association of water companies providing the service of public water supply and sewerage and other business operators related to this area of activity.

[the amendment entered into force on 27.05.2011]

3  The activities of the Association are based on the initiative and joint activity of its founders and members, the eligibility of the Management Board of the Association, and regular reporting by the elected leaders to the members of the Association.

4  The Association shall cooperate with governmental authorities, scientific research and cultural establishments, public organisations and movements, as well as other institutions and legal and natural persons who are interested in the activities of the Association in the Republic of Estonia and in other countries.

[the amendment entered into force on 27.05.2011]

5  In its activities, the Association shall proceed from the legislation of the Republic of Estonia and these Articles of Association.

6  The Association is a legal person with all the corresponding rights and obligations; it has its own seal, insignia and bank accounts.

7   The location of the Association is TALLINN.

II OBJECTIVES AND ACTIVITIES OF THE ASSOCIATION

8 The objective of the Association is to help to improve the technical and economic state of its members, and to develop joint activity.

9  In order to achieve its objective, the Association shall:

9.1  represent and protect the interests of its members at governmental authorities and in relations with other legal and natural persons;

[the amendment entered into force on 27.05.2011]

9.2  participate in or contribute to the development of legislation or technical legal instruments related to public water supply and sewerage;

[the amendment entered into force on 27.05.2011]

9.3   promote the development of research and technology related to public water supply and sewerage;

[the amendment entered into force on 27.05.2011]

9.4   collect and distribute technical and economic information related to public water supply and sewerage;

[the amendment entered into force on 27.05.2011]

9.5   organise trainings, exhibitions and competitions;

[the amendment entered into force on 27.05.2011]

9.6  organise cooperation between corresponding organisations, agencies and administrative units in Estonia and other countries in the field of public water supply and sewerage;

[the amendment entered into force on 27.05.2011]

9.7  provide legal aid and consultations;

9.8  [invalid – the amendment entered into force on 27.05.2011]

10   The Association shall have the right to:

10.1  [invalid – the amendment entered into force on 27.05.2011]

10.2  own and rent property in order to perform its duties;

10.3  [invalid – the amendment entered into force on 27.05.2011]

10.4  conclude objective-related contracts with legal and natural persons in the Republic of Estonia and other countries, and carry out transactions necessary for that purpose;

10.5  [invalid – the amendment entered into force on 27.05.2011]

10.6  issue and publish news, publicity booklets and other literature reflecting the activities of the Association;

10.7  open and close bank, current and special accounts in the banks of the Republic of Estonia and other countries, and carry out financial transactions in accordance with the procedure established;

[the amendment entered into force on 27.05.2011]

10.8   accept grants, donations, gifts and estates;

10.9  organise other activities that meet the objectives of the Association and are not in conflict with the law or these Articles of Association.

[the amendment entered into force on 27.05.2011]

III MEMBERS OF THE ASSOCIATION, THEIR RIGHTS AND OBLIGATIONS

11   The following entities which operate in the Republic of Estonia may be the members of the Association:

11.1  water companies;

[the amendment entered into force on 27.05.2011]

11.2  business operators related to the field of public water supply and sewerage, who acknowledge these Articles of Association;

[the amendment entered into force on 27.05.2011]

12  The Association shall accept new members on the basis of a written application. The decision as to the acceptance of a new member shall be made by the Management Board.

[the amendment entered into force on 27.05.2011]

13 The members of the Association shall retain full independence and all their rights.

14 The members of the Association shall pay a joining fee and an annual membership fee on the basis of the rules for joining and membership fees approved by the General Meeting.

15  The members of the Association shall have the right to:

15.1  participate in General Meetings personally or by a proxy who has been given an unattested letter of authority, unless he or she is a legal representative;

[the amendment entered into force on 27.05.2011]

15.2  elect and be elected to the Management Board or the Audit Committee of the Association;

15.3  submit proposals and inquiries to the bodies of the Association;

15.4  participate in events organised by the Association and use its services;

15.5  use the insignia of the Association in accordance with the rules established;

15.6  request the convening of an extraordinary General Meeting in compliance with the Articles of Association;

15.7  leave the Association by submitting a written application to the Management Board, whereas the membership fees that have already been paid shall not be refunded.

[the amendment entered into force on 27.05.2011]

16  The members of the Association shall be obliged to:

16.1  acknowledge and adhere to the Articles of Association and the decisions of the General Meeting;

16.2  refrain from making statements on behalf of the Association on their own initiative;

17  If a member of the Association damages the interests or reputation of the Association through his or her activities, or if his or her activities are not in compliance with these Articles of Association, the member shall be expelled from the Association on the basis of a corresponding decision of the General Meeting. The fees paid by the member who is expelled shall not be refunded.

IV STRUCTURE AND ADMINISTRATION OF THE ASSOCIATION

18 The governing bodies of the Association are the General Meeting of the members of the Association and the Management Board.

[the amendment entered into force on 27.05.2011]

GENERAL MEETING

19  The highest body of the Association is the General Meeting of the members, which can be either annual or extraordinary.

20  The annual General Meeting shall take place once a year. At this meeting, the members shall, among other things, review and approve the reports of the Management Board and the Audit Committee, and the budget. At the General Meeting, the members shall also approve the long-term development strategy of the Association and amend it, if necessary.

[the amendment entered into force on 27.05.2011]

21  An extraordinary General Meeting shall be convened on the initiative of the Management Board or at the request of at least 1/10 of the members of the Association, and also when it is in the best interests of the Association. The Management Board shall call the extraordinary General Meeting within one month as of the day when the corresponding request was submitted.

22  Invitations to the General Meeting shall be sent by the Management Board to all members not later than 10 days before the meeting takes place, with the place and time as well as the matters to be discussed provided on the invitation.

[the amendment entered into force on 27.05.2011]

23  The General Meeting shall have a quorum when more than half of the members of the Association are present. A decision shall be considered adopted when more than half of the members or their representatives present at the meeting vote for that decision. The consent of at least 9/10 of the members shall be needed to change the objective of the Association. The majority of at least 2/3 of votes of the members present at the General Meeting shall be needed to approve and amend the Articles of Association, and decide on the merger, division and dissolution of the Association. Every member shall have one vote at the General Meeting.

[the amendment entered into force on 27.05.2011]

23.1 If the General Meeting does not have a quorum, a new meeting shall be convened within 15 days and a corresponding invitation shall be sent to all members at least 7 days before the meeting takes place. The second General Meeting shall have a quorum irrespective of the number of members present at the meeting.

[the amendment entered into force on 27.05.2011]

24  The General Meeting shall be competent to:

24.1  amend the Articles of Association and change the objective of the Association;

24.2  determine the number and the duration of the powers of the members of the Management Board and the Audit Committee, and establish the bases and procedure for the remuneration thereof;

24.3  designate the members of the Management Board and the Audit Committee;

24.4  approve the annual budget and the annual report of the Association, approve and, if necessary, change the development strategy, and authorise the Management Board to approve the supplementary budget;

[the amendment entered into force on 27.05.2011]

24.5  approve the internal audit report of the Association;

24.6  give an assessment to the activities of the Management Board;

24.7  approve the rules for the joining and membership fees;

24.8  [invalid – the amendment entered into force on 27.05.2011]

24.9  decide on the exclusion of members from the Association;

24.10 decide on the merger, division and dissolution of the Association;

[the amendment entered into force on 27.05.2011]

24.11 decide on carrying out transactions with the members of the Management Board or some other body, establish conditions for such transactions, decide on having a legal dispute with the members of the Management Board or some other body, and designate a representative of the Association in such a transaction or dispute;

[the amendment entered into force on 27.05.2011]

24.12 decide on other matters not in the competence of other bodies according to the law or these Articles of Association.

25  The Chairman of the Management Board shall open the General Meeting. After the opening of the General Meeting, the members of the Association shall elect the chairperson of the meeting from among themselves.

26  The course and decisions of the General Meeting shall be recorded in the minutes of the meeting. When recording the decisions in the minutes, it shall also be fixed, by which number of votes the decisions were passed and which dissenting opinions were presented. The minutes shall be prepared by a person asked by the chairperson from among the members or third parties.

[the amendment entered into force on 27.05.2011]

27 When electing a person, the candidate who has received more votes than the others shall be considered elected. The General Meeting shall decide if the voting should be public or secret.

[the amendment entered into force on 27.05.2011]

MANAGEMENT BOARD

28 The activities of the Association shall be managed and the Association shall be represented by the Management Board that is elected by the General Meeting and is composed of not less than three and not more than nine members. The members of the Management Board shall elect the Chairman from among themselves. A member may be removed from the Management Board with the decision of the General Meeting at any time irrespective of the reasons.

[the amendment entered into force on 27.05.2011]

29 Every member of the Management Board shall have the right to represent the Association in all legal acts, unless provided otherwise by law.

30  The duties of the Management Board shall be to:

30.1 carry out the decisions of the General Meeting and the statutory objectives of the Association, and plan the development strategy of the Association;

[the amendment entered into force on 27.05.2011]

30.2  [invalid – the amendment entered into force on 27.05.2011]

30.3  submit the annual budget of the Association to the General Meeting for approval;

30.4   approve the supplementary budget according to the authorisation granted by the General Meeting;

30.5   convene and organise General Meetings;

30.6   submit the annual accounts and the management report to the General Meeting for approval;

30.6.1 approve and, if necessary, change the plan of action;

[the amendment entered into force on 27.05.2011]

30.7  arrange the use of the financial resources and material values of the Association;

30.8  arrange the bookkeeping of the Association;

30.9  hire the Executive Director;

[the amendment entered into force on 27.05.2011]

30.10 approve the plan of action and the annual budget of the Executive Director;

[the amendment entered into force on 27.05.2011]

30.11 hear the management reports prepared by the Executive Director;

[the amendment entered into force on 27.05.2011]

30.12 decide on the acceptance of new members and prepare proposals to the General Meeting about expelling members from the Association;

[the amendment entered into force on 27.05.2011]

30.12.1 organise communication with the public;

[the amendment entered into force on 27.05.2011]

30.13  decide on all matters related to the activities of the Association, with the exception of those which are in the competence of the General Meeting.

31 The meetings of the Management Board shall be called at least once in a quarter by the Chairman or a member of the Management Board.

32  All members of the Association may participate in the meetings of the Management Board with an advisory vote. Minutes of the meetings of the Management Board must be available to all members of the Association.

[the amendment entered into force on 27.05.2011]

33  The Management Board may adopt decisions, if more than half of the members of the Management Board are present at the meeting. The Management Board may adopt a decision, if the majority of members present at the meeting vote in favour of that decision.

[the amendment entered into force on 27.05.2011]

33.1 The Management Board shall have the right to adopt decisions without calling a meeting, if all members of the Management Board consent to that. The Chairman of the Management Board shall send a corresponding draft resolution electronically to all members of the Management Board, determining a term during which a member must present his or her opinion by electronic means. If a member of the Management Board does not state if he or she is in favour or against the decision within the term established, he or she shall be considered to vote against that decision. When adopting decisions according to the procedure established in this clause, a decision shall be considered adopted when more than half of the members of the Management Board vote for that decision. The Management Board shall have the right to establish a more specific procedure for electronic voting.

[the amendment entered into force on 27.05.2011]

34  The Management Board shall report to the General Meeting.

35  On the proposal of the Executive Director, the Management Board shall have the right to form working groups and designate members to working groups.

[the amendment entered into force on 27.05.2011]

EXECUTIVE DIRECTOR

[the amendment entered into force on 27.05.2011]

36  The organisational work, running operations and everyday work of the Association shall be controlled and managed by the Executive Director who shall proceed from these Articles of Association and the decisions of the General Meeting and the Management Board.

[the amendment entered into force on 27.05.2011]

37  The primary duties of the Executive Director shall be to:

[the amendment entered into force on 27.05.2011]

37.1 organise the activities of the Association in accordance with the development strategy approved and the decisions of the governing bodies;

[the amendment entered into force on 27.05.2011]

37.2  perform economic duties;

37.3  prepare the plan of action, development strategy and budget of the Association, and present them to the Management Board;

[the amendment entered into force on 27.05.2011]

37.4  advise and help the members of the Association in accordance with the plan of action and the decisions of the General Meeting and the Management Board.

38  The Executive Director shall control the work of persons working on the basis of an employment contract or other contracts. The Executive Director shall participate in the work of the Management Board with an advisory vote. The Executive Director shall report to the Management Board.

[the amendment entered into force on 27.05.2011]

V AUDIT COMMITTEE OF THE ASSOCIATION

39  At the request of the General Meeting, the Audit Committee shall exercise supervision over other bodies of the Association. The Audit Committee shall report to the General Meeting of the Association.

[the amendment entered into force on 27.05.2011]

VI ASSETS AND FINANCIAL AND ECONOMIC ACTIVITIES OF THE ASSOCIATION

40  The assets of the Association are made of things and financially estimated rights and obligations of the Association originating from the following:

40.1  joining and membership fees;

40.2  voluntary donations and contributions made by persons;

40.3  income that is needed for achieving the statutory objectives of the Association and the acquisition of which is not in conflict with the legislation.

41  [invalid – the amendment entered into force on 27.05.2011]

42  The Association shall independently resolve all monetary problems concerning the financing of its economic activities and shall be liable for that to the full extent of its assets.

43  The Association shall not be liable for the financial and economic activities of its members, just as the members of the Association shall not be liable for the financial and economic activities of the Association.

44  The financial year of the Association shall begin on 1 January and end on 31 December.

VII MERGER, DIVISION OR DISSOLUTION OF THE ASSOCIATION

[the amendment entered into force on 27.05.2011]

45 The merger, division or dissolution of the Association shall take place on the basis of the decision of the General Meeting. The Association shall be dissolved, if a proceeding in bankruptcy is commenced against the Association, the number of the members of the Association drops to less than two, or on some other grounds provided by law. The compulsory dissolution of the Association shall take place on the basis of an injunction in the cases provided by law, and at the request and on the conditions of persons provided by law.

[the amendment entered into force on 27.05.2011]

46  Upon the dissolution of the Association, its assets shall be distributed to the entitled persons who are determined with the decision of the General Meeting.

[the amendment entered into force on 27.05.2011]

47 If the assets of the Association cannot be distributed on grounds established in the Articles of Association, the assets shall be distributed on the basis of the law.

The amendments to the redaction of the Articles of Association of 22.02.1999 have been approved at the General Meeting of the Association on 27.05.2011.