CONSTITUTION OF

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ESTONIAN LOGISTICS & FREIGHT FORWARDING ASSOCIATION

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1. GENERAL PROVISIONS

1.1. The Estonian Logistics and Freight Forwarding Association (hereinafter abbreviated as ELFA) is a voluntary of undertakings who are legal persons whose purpose is to protect the joint interests related to their field of activity and contribute to the development of freight forwarding-related legislation and distribution of freight forwarding-related information.

1.2. The name of the association in Estonian is Eesti Logistika ja Ekspedeerimise Assotsiatsioon (abbreviated as ELEA) and in English the Estonian Logistics & Freight Forwarding Association (abbreviated as ELFA).

1.3. ELFA is located in Tallinn, the Republic of Estonia.

1.4. ELFA is established on December 6, 1994 in Tallinn.

1.5. In order to achieve the set purposes, ELFA performs the following functions:

1) holding of meetings;

2) preparation of presentations;

3) cooperation with officials and organisations concerning its fields of activity;

4) cooperation with organisations of other countries and implementation of recommendations given by them;

5) representation of Estonia in FIATA and other international professional organisations.

 

1.6. ELFA is a legal person governed by private law, a non-profit association.

1.7. In its activities, ELFA is guided by the legislation of the Republic of Estonia, these Articles of Association and international agreements related to the field of activity.

2. MEMBERS OF ELFA

2.1. ELFA has members and associated members.

2.2. An undertaking who, upon submission of an application, has acted in the field of freight forwarding or logistics continuously for at least 3 (three) years and has liability insurance in the respective field of activity and recognises the Articles of Association of ELFA, may be awarded the member status. As an exception, under the respective resolution of the Management Board, the requirement of duration of activity in the field may be shortened.

2.3. An undertaking not directly active in the field of freight forwarding of logistics but whose field of activity is related to these activities and who recognises the Articles of Association of ELFA, may be awarded the associated member status.

3. JOINING

3.1. Joining ELFA as a member or as an associated member takes place on the basis of a written application submitted to the Management Board of ELFA. Documents approved by the Management Board and a payment document certifying the payment of admission fee shall be enclosed to the application.

3.2. An undertaking shall confirm in the application for joining as a member that it shall:

1) abide by the resolutions and guidelines of international professional organisations and associations where Estonia is a member;

2) provide services related to freight forwarding or logistics;

3) have a liability insurance in a field related to freight forwarding or logistics;

3.3. An undertaking shall confirm in the application for joining as an associated member that it shall:

1) abide by the resolutions and guidelines of international professional organisations and associations where Estonia is a member;

2) not be directly active in the field of freight forwarding or logistics but its field of activity is related to such activities.

3.4. The Management Board shall examine the application within three months from receiving thereof and shall adopt a resolution concerning the acceptance of the applicant as a member or an associated member. The Management Board shall notify the applicant of its resolution in writing. Should the Management Board refuse to accept the applicant as a member, the admission fee paid by the undertaking shall be refunded. The Management Board shall not be obligated to give reasons for its refusal to accept an undertaking as a member or as an associated member.

3.5. Should the undertaking not agree to the refusal of the Management Board, it may submit an application to the general meeting through the Management Board requesting the general meeting to decide on its acceptance as a member. The following general meeting shall examine the application.

4. RIGHTS AND OBLIGATIONS OF MEMBER

4.1. A member of ELFA has the following rights:

1) to elect other members and be elected to management and supervisory bodies of ELFA pursuant to procedure provided by these Articles of Association;

2) to receive information on the activities of ELFA from the management bodies;

3) to participate in discussions concerning the activities of ELFA’s and examine the documentation concerning the activities of ELFA;

4) to make propositions on improvement of the organisation of work of ELFA.

 

4.2. An ELFA member has the following obligations:

1) to recognise and abide by the Articles of Association of ELFA;

2) to abide by the resolutions and guidelines of international professional organisations and associations where Estonia is a member;

3) to pay membership fee the amount of which shall be determined by the general meeting. The membership fee is paid once per quarter;

4) to protect the interests and maintain the reputation and property of ELFA;

5) ensure the existence of liability insurance in the field of activity related to freight forwarding or logistics during the entire period of membership.

 

4.3. An associated member of ELFA has the same rights and obligations as a member, except the right indicated in clause 4.1.1 and the obligation indicated in 4.2.5.

5. WITHDRAWAL AND EXCUSION FROM ELFA

5.1 Every member of ELFA has the right to freely withdraw from ELFA. For withdrawal, a written application shall be submitted to the Management Board. The membership fee has to be paid prior to the submission of application. A member shall be deemed to be withdrawn after expiry of a three month period following the submission of the application.

5.2. The Management Board may exclude a member form ELFA by adopting the respective resolution on the following reasons:

1) termination of its activities or bankruptcy;

2) failure to pay the membership fee for more than two consecutive quarters;

3) failure to perform the Articles of Association and resolutions of ELFA;

4) damaging the interests, reputation or assets of ELFA.

5.3. An excluded member shall be notified of the resolution of exclusion and the reasons thereof in writing within 14 calendar days as of the adoption of the resolution. Should the excluded member not agree to the resolution of the Management Board, it may submit a written complaint to the general meeting through the Management Board within one month from receiving the resolution of exclusion. The complaint shall be examined by the following general meeting.

5.4. The admission fee and membership fee paid to ELFA shall not be subject to refund upon withdrawal and exclusion from ELFA.

5.5. Should the Management Board become aware of a member’s activities which give reason for exclusion the member from ELFA, it may give the member a written warning which is also communicated to other members.

6. PROPERTY OF ELFA AND ITS USE

6.1. The property of ELFA consists of:

1) admission fees;

2) membership fees;

3) other monetary income.

6.2. The funds of ELFA are used for:

1) performance of specific programmes;

2) organisation of events (including trainings) related to the field of activity of ELFA;

3)development of foreign relations according to the purposes of ELFA and for development of cooperation with international organisations;

4) issuing publications related to the field of Activity of ELFA;

5) acquisition of assets necessary for the work of ELFA and for covering the administrative expenses;

6) other purposes determined by the general meeting.

6.3. The property of ELFA shall not be divided between members.

6.4. ELFA shall use its property pursuant to the annual budget approved by the general meeting which is compiled by categories of expenditure and revenue.

6.5. The accounting and reporting of ELFA shall take place pursuant to procedure provided by law.

7. MANAGEMENT OF ELFA

7.1. The highest management body of ELFA is the general meeting of members. Everyday activities of ELFA shall be organised by the Management Board and the Secretary-General.

8. GENERAL MEETING

8.1. General meetings are divided to ordinary and extraordinary. An ordinary general meeting shall take place once a year within 4 months after the end of a financial year. An extraordinary general meeting shall be called by the Management Board if necessary, or by the auditor or if requested by at least 1/10 of ELFA’s members.

8.2. The Management Board shall call an ordinary or extraordinary general meeting by a written notice which contains the agenda, date, time and place of the general meeting. The notice with all the necessary documents shall be sent to members on the e-mail addresses notified by them to the Management Board at least 14 (fourteen) days before the meeting.

8.3. An extraordinary general meeting may be held without calling a meeting. The Management Board shall send the agenda with all the necessary materials in writing to all members and shall propose to vote on the matters indicated in the agenda by mail, e-mail or fax and shall provide members with a time limit of at least 14 (days) for voting. The general meeting shall be deemed to be held, if during that time limit, at least over half of the members have participated in the written voting. Upon expiry of the time limit, the Management Board shall prepare a summary note of the voting results, shall approve the voting results by its resolution and notify the resolution of the general meeting to members according to the requirements set in clause 8.8.

8.4. A legal representative of a member or a person authorised by him or her in writing shall participate in the general meeting. An associated member has the right to participate in a meeting without the right to vote.

8.5. The general meeting has a quorum if over one half of the members are represented. If the general meeting does not have a quorum, the Management Board shall call a new general meeting with the same agenda within 3 (three) weeks. The new general meeting shall be competent to adopt resolutions regardless of the number of members participating or represented in the general meeting, unless there are less than 2 (two) members participating or represented.

8.6. A general meeting of ELFA shall:

1) approve the Articles of Association and amend and supplement it;

2) determine the main directions of ELFA’s activities;

3) approve the annual budget and the report on the execution of the budget of the previous year;

4) approve the annual report and auditor’s report;

5) approve the management report on the previous financial year;

6) approve the amount of admission fee and membership fee and the procedure for payment;

7) elect, pursuant to clause 9.8, for two years 7 (seven) members of the Management Board and 3 (three) substitute members of the Management Board from members of ELFA and remove them if necessary;

8) elect for two years an auditor and, if necessary, an internal audit body;

9) adopt a resolution on remunerations and compensations for members of the Management Board;

10) decide the reorganisation and termination of activities of ELFA.

8.7. In the general meeting of ELFA:

1) Chairman and Secretary of the Meeting shall be elected;

2) it is determined whether the meeting is competent to adopt resolutions;

3) resolutions shall be adopted.

8.8. Resolutions of the general meeting shall be adopted by majority of votes in favour, unless resolutions adopted regarding clauses 8.6.1 and 8.6.10 of the Articles of Association where 2/3 of the votes represented in the meeting shall be in favour, and clause 8.6.2 of the Articles of Association where 9/10 of the votes represented in the meeting shall be in favour.

8.9. Minutes shall be taken in the general meeting, the minutes shall be certified by the Chairman and Secretary of the Meeting. The Management Board shall notify members of the resolutions of general meetings by e-mail.

8.10. Resolutions of general meetings shall be mandatory for the Management Board.

8.11. Resolutions of general meetings shall be mandatory for members to the extent concerning their rights, obligations and memberships.

9. MANAGEMENT BOARD AND SECRETARY GENERAL

9.1. The Management Board shall conduct and organise the everyday activities of ELFA and is accountable to the general meeting.

9.2. The work format of the Management Board shall be a meeting. Ordinary meetings shall be held at least once per quarter. The meeting shall be called by the Chairman (or the Deputy Chairman) of the Management Board. An extraordinary meeting shall be called by the Chairman of the Management Board if requested at least by one third of members of the Management Board. The Management Board may hold a meeting without calling one. In this case, the Chairman of the Management Board shall send the agenda and the necessary materials to all members of the Management Board by e-mail and shall determine a time limit for voting for members of the Management Board. If more than one half of members of Management Board have voted within the time limit, then the meeting shall be deemed to be held. The Chairman of the Management Board shall arrange for the notification of members of the Management Board by e-mail of the resolutions adopted by way of a meeting of the Management Board held without calling the meeting.

9.3. The Chairman of the Management Board shall notify members of the Management Board of the date, time, place and matters to be taken under discussion.

9.4. The Management Board has a quorum if more than one half of members of the Management Board are present. Resolutions of the Management Board shall be adopted by majority of votes in favour. In the event of a tied vote, the vote of the Chairman (Deputy Chairman) of the Management Board shall be decisive.

9.5. Upon representation and management of ELFA, the Management Board shall:

1) protect the interests of ELFA and its members;

2) elect from its members a Chairman and Deputy Chairman for two years and shall appoint them to office with its resolution;

3) appoint Secretary-General to office and determine his or her salary;

4) inform members of ELFA of its activities and use of funds;

5) examine the applications for allocation of funds and shall decide their satisfaction;

6) organise accounting;

7) compile the annual report and budget project;

8) execute the resolutions of the general meeting;

9) elect representatives of ELFA for international organisations;

10) maintain records on members of ELFA;

11) decide the termination of term of office of a member of the Management Board, in the event of a situation prescribed in clause 9.8 of the Articles of Association, and appointment of a substitute member of the Management Board as a member of the Management Board.

9.6. The Management Board of ELFA may establish working groups for helping the Management Board.

9.7. The work of the Management Board is conducted by the Chairman of the Management Board. In the absence of the Chairman of the Management Board, he or she is substituted by the Deputy Chairman of the Management Board or another member of the Management Board authorised by the Chairman.

9.8. Candidates for members of the Management Board may be nominated only from the representatives of ELFA members who are members of the Supervisory Board, Management Board or the Procurator or Chief Executive of a member of ELFA. After the election carried out in the general meeting, a ranking of candidates participated in the election shall be compiled based on the voting results. Should several candidates have the same voting result, their position in the ranking shall be determined by drawing lots carried out by the Chairman of the General Meeting. The general meeting shall approve the voting results and the ranking. The seven candidates at the top of the ranking shall be members of the Management Board, the next three members shall be substitute members. The duration of term of office of a member of the Management Board shall be two years. The term of office of a member of the Management Board shall terminate before the prescribed time upon his or her removal or resignation, or if the member of the Management Board no longer meets the requirements of being a member of the Supervisory Board, Management Board or the Procurator or Chief Executive of a member of ELFA. In this event, the member of the Management Board shall be excluded from the Management Board and, by a resolution of the Management Board, the first substitute member in the ranking shall be appointed as member of the Management Board.

9.9. Secretary-General of ELFA shall:

1) execute the resolutions of the Management Board;

2) pursuant to resolutions of the Management Board, dispose of the funds of ELFA, conclude contracts issue power of attorneys and carries out other transactions;

3) compile a project of the annual budget and submit it to the Management Board;

4) compile an annual report on the execution of the budget and submit it to the Management Board;

5) conduct the everyday business of ELFA;

6) employ salaried workers and release them from employment;

7) prepare materials for the Management Board;

8) take minutes of meetings of the Management Board;

9) be responsible for the correspondence of ELFA;

10) maintain the property of ELFA;

11) report to the Management Board.

 

10. RIGHT OF REPRESENTATION

10.1. ELFA shall be represented solely by the Chairman of the Management Board or jointly by two members of the Management Board (the joint right of representation).

10.2. The Secretary-General has the right to represent ELFA in the limits of his or her competence.

11. FINANNCIAL YEAR AND SUPERVISION

11.1. The financial year of ELFA shall begin on January 1 and end on December 31.

11.2. An annual report of ELFA shall be compiled by the Management Board within three months from the end of the financial year. An annual report shall be signed by all members of the Management Board and the Secretary-General.

11.3. The inspection and audit of ELFA’s activities shall be carried out pursuant to procedure provided by law. The internal audit shall be carried out by the auditor or internal audit body elected in the general meeting.

11.4. The auditor of ELFA shall compile a report on the audit results which shall be submitted to the general meeting. In order to perform his or her tasks, the auditor has the right to examine the necessary documents and request for necessary data from the Management Board of ELFA.

12. TERMINATION OF ACTIVITIES

12.1. The activities of ELFA shall be terminated by a resolution adopted by the general meeting or pursuant to other bases and procedures provided by law.

12.2. The further use of the assets remaining after the satisfaction of ELFA’s creditors shall be decided by the general meeting of members of ELFA called by liquidators. In this case, the general meeting may determine the persons authorised for the division of assets. Should such resolution not be adopted, the assets remaining after satisfaction of creditors shall be subject to division, in proportion with the membership fees paid in the year of termination of activities, between persons who were members of ELFA at the time of its liquidation.

 

 

The Articles of Association of the Estonian Freight Forwarding Association is approved in the foundation meeting of the Association held on December 6, 1994 in Tallinn, Tartu mnt 13, at the hall of RAS Logistika Maja.

The Articles of Association is amended and supplemented in the general meeting of the Estonian Freight Forwarding Association held on March 6, 1997 in Tallinn at auditorium 202 of Sütiste tee 21.

The Articles of Association is amended and supplemented in the general meeting of the Estonian Freight Forwarding Association held on March 12, 1998 in Tallinn at auditorium 217 of Sütiste tee 21.

The Articles of Association is amended and supplemented in the general meeting of the Estonian Freight Forwarding Association held on March 15, 2001 in Tallinn, Narva mnt. 7 at Apella B room of Hotel Central.

The Articles of Association is amended and supplemented in the general meeting of the Estonian Freight Forwarding Association held on March 27, 2008 in Tallinn, Regati pst.1 at the Aegna seminar room of Hotel Pirita TOP SPA.