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The Articles

MTÜ REHVIRINGLUS
THE ARTICLES

1. GENERAL PROVISIONS

  1. The name of the non-profit association is MTÜ Rehviringlus (the Association).
  2. The Association is a legal person governed by private law, guided by the present Articles of Association and current legislation.
  3. The Association is based in Tallinn, Estonia.

2. OBJECTIVES

  1. The objectives of the association are:
    1. organizing the collectiuon of waste from used and unretreadable tyres and their recycling or disposal;
    2. promoting cooperation between members of the Association;
    3. representing the common interests of the members of the Association.
  2. The Association uses the proceeds from its activities and external allocations only to achieve its statutory objectives and does not distribute the profit between its members.

3. MEMBERS OF THE ASSOCIATION

  1. A member of the Association can be any legal entity who:
    1. engages in the import, production, sale, retreading, handling, maintenance or installation of tyres;
    2. is willing to contribute to the objectives of the Association;
    3. complies with the Articles of Association, recognizes and executes it.

4. RIGHTS AND OBLIGATIONS OF MEMBERS

  1. Members of the Association are entitled to:
    1. attend the general meeting of the Association;
    2. vote at the general meeting of the Association;
    3. be elected to the board of the Association;
    4. take part in events organized by the Association;
    5. receive information from the board of the Association on their activities, submit proposals, requests and inquiries to them.
  2. Members of the Association undertake to:
    1. comply with the present articles of Association and follow the decisions of the general meeting and the management board;
    2. pay the annual membership fee according to the procedure, scope and terms established by the general meeting;
    3. to pay the Association a penalty of 0.1% of the outstanding amount for each delayed day in case of non-payment of the membership fee;
    4. refrain from any action that may harm the reputation or property of the Association or its members.

5. ACCEPTANCE OF MEMBERS TO THE ASSOCIATION

  1. To become a member of the Association, a written application must be submitted to the board of the Association.
  2. Membership of the Association is decided by the management board by a simple majority at its next meeting, starting from the submission of a written application for membership. The management board of the Association shall notify the applicant of its decision in writing.
  3. The rights and obligations of a member of the Association shall be acquired by the applicant after the board has made the decision of acceptance.
  4. Upon admission to membership, the new member is required to pay the membership fee for the current year. The annual membership fee shall be paid by the member of the Association by the term determined by the general meeting.
  5. The management board may, if necessary, request from the applicant additional information and documents proving his or her compliance with the requirements set forth in the articles of Association. In such a case, the management board shall make the decision at its next regular meeting after the receipt of additional data or documents.
  6. If the management board refuses to accept the applicant as a member, the applicant may request the general meeting to make the decision.

6. WITHDRAWAL AND EXCLUSION OF MEMBERS FROM THE ASSOCIATION

  1. A member of the Association has the right to withdraw from the Association on the basis of a written application.
  2. In order to leave the Association, the member submits a written application to the board. Before submitting the application, the member must fulfill the obligations arising from his / her membership to the Association (including paying the membership fees due). In the performance of these duties, a member shall be deemed to have withdrawn from the Association on the last day of the current financial year, unless otherwise specified in the decision of the management board.
  3. In the event of a member's breach of obligations, which causes significant damage to the Association or its other member, the board may exclude the member from the Association. The member shall be promptly notified in writing of the reasoned exclusion decision of the board.
  4. If a member damages the reputation of the Association or there are other justified reasons, the management board may exclude a member from the Association and demand immediate termination of reputation-damaging activities and compensation for the damage already caused.
  5. The management board may exclude a member if the member no longer meets the requirements for membership, the member is declared bankrupt or liquidation proceedings are initiated or the member fails to perform his / her duties. If the membership fee is not paid or delayed for more than 6 months, the management board has the right to exclude a member from the Association.
  6. A member is excluded from the Association as of the date of the respective decision of the management board. The exclusion decision may be challenged by the member at the general meeting by submitting a written reasoned request to the management board within 2 weeks after receipt of the exclusion decision. In such a case, the general meeting shall decide the member's exclusion and the member shall retain his/her rights and obligations until the general meeting.
  7. In the event of the death of a natural person or the termination of a legal person, its membership of the Association shall terminate.
  8. Upon the expulsion or exclusion of a member, the member shall be obliged to pay the full membership fee for the current financial year and the membership fee already paid shall not be refunded.

7. GENERAL MEETING

  1. The highest body of the Association is the general meeting of the Association's members. All members of the Association may participate in the general meeting.
  2. The general meeting is convened by the board of the Association.
  3. The general meetings of the members of the Association can be either regular or extraordinary.
  4. The annual general meeting shall be held once a year at the latest six months after the end of the financial year.
  5. If this is necessary in the interests of the Association, an extraordinary general meeting of the members of the Association shall be convened. The management board shall convene an extraordinary general meeting if at least 1/10 of the members request this in writing and justify their request.
  6. All members of the Association must be notified in writing in advance of the general geeting. Notice of convening an annual general meeting shall be communicated at least two weeks prior to the meeting, but at least seven days before the extraordinary meeting is convened. The notice of calling the general meeting shall indicate the time, place and agenda of the general meeting.
  7. The exclusive competence of the general meeting includes:
    1. amendment of the articles of Association;
    2. amendment of the objective;
    3. appointment of members of the management board;
    4. deciding on making a transaction with a member of the management board or submitting a claim against him or her and appointing a representative of the Association in that transaction or claim;
    5. determining the amount and procedure for payment of the membership fee;
    6. approval of annual report;
    7. approval of the action plan and budget;
    8. if necessary, the formation of an audit committee and the election of its members;
    9. appointing, if necessary, an audit;
    10. resolving disputes relating to the exclusion and admission of a member;
    11. deciding on merger, division and termination.
  8. Each member of the Association shall have one vote at the general meeting. The general meeting may adopt resolutions if more than half of the members of the Association are present. If the present articles of Association or applicable Acts don't prescribe a higher majority requirement, the decision of the general meeting shall be deemed adopted if more than half of the members of the Association represented in the meeting vote in favor.
  9. In matters relating to its own membership and in the event of a conflict of interest or in the event of a reasonable doubt on the matter, the vote of that member shall not be taken into account.
  10. If the total number of members represented at the general meeting is less than half of all members of the Association, the general meeting shall be deemed to be irresolute and the board shall convene a new general meeting with the same agenda. The new general meeting will be held earliest on the eighth day after the general meeting, and is competent to take decisions if at least two members are represented at the general meeting.
  11. The general meeting is recorded. The minutes shall be signed by the chairman and the registrar of the meeting. The list of members who participated in the general meeting, together with the signatures of each, shall be annexed to the minutes.

8. MANAGEMENT BOARD

  1. The board is the governing body of the Association that manages and represents the Association.
  2. The management board consists of 3 to 6 members elected for a term of three years by decision of the general meeting.
  3. Two board members are necessary to represent the Association.
  4. The members of the board elect a chairman from among themselves.
  5. A board meeting has a quorum if more than half of the members of the board are present, each member having one vote. If the votes are divided in half, the chairman of the board shall have the casting vote.
  6. The vote of a board member shall not be taken into account when voting on matters relating to his or her membership and in case of a reasonable doubt about a conflict of interests.
  7. Board meetings are held at least four times a year, at least once every three months. The chairman of the management board convenes the board meeting. If the chairman of the management board has not convened the board within 3 months, each member of the management board has the right to convene the board meeting. Notice of convening a board meeting shall be sent to all members of the management board at least 1 week before the board meeting.
  8. Members of the management board shall not receive remuneration for their work as members of the management board unless the general meeting decides otherwise.

9. AUDIT AND CONTROL OF THE ASSOCIATION'S ACTIVITIES

  1. The Association organizes its accounting in accordance with applicable legislation. The financial year of the Association is the calendar year.
  2. The Association has the right to invite auditors and other persons to control the activities of the Association.

10. TERMINATION OF THE ASSOCIATION'S ACTIVITIES

  1. The merger, division and termination of the Association shall take place pursuant to the procedures provided by law.
  2. In case there are assets retained upon termination of the Association, they shall be distributed on the basis of a resolution of the general meeting.

Approved by the Treaty on 20.11.2009.

 

NB!  This is not a legally confirmed translation of the document! MTÜ Rehviringlus refuses any responsibility that may arise from improper translation of the original document (from estonian language).