1. General provisions
1.1. The Estonian Purchasing and Supply Chain Management Association (hereinafter the Association) is a voluntary association of private individuals and legal entities.
1.2. The objective of the activities of the association is to promote the management of purchasing and supply chains, continuously improve and develop the professional skills of the members of the association and thereby improve the Estonian economic life and social sphere.
1.3. The association operates as a visionary association of people engaged in various areas of purchasing and supply chains management, likewise of people and institutions interested in the management of purchasing and supply chains and the development thereof.
1.4. The association shall be guided in its activity by the laws, legislation in force in the Republic of Estonia and these Articles of Association.
1.5. The registered office of the association is in Tallinn.
2. Members of the association
2.1. Any private individual or legal entity connected with the management of purchasing or supply chains in any area of economic life through their activity may become a member of the association. The association has the following member statuses:
Candidate member – Only students. The maximum term of a candidate member is five years from joining provided the candidate member continues to be a student during such period.
Ordinary member – Up to five years of uninterrupted membership in the association (the length of membership commences upon becoming an ordinary member).
Permanent member – Up to fifteen years of uninterrupted membership in the association.
Senior member – More than fifteen years of uninterrupted membership in the association.
Honourable member – This status is granted based on a resolution of the management board of the association.
Legal entity member – A business engaged in practice in the management of any purchasing and/or supply chains.
Associated member – Organisation not directly engaged in practical management of any purchasing and supply chains, e.g. consulting and training companies, software companies, and other providers of supporting services.
2.2. Acceptance of a member to the association shall be decided by the management board by simple majority of votes based on a written application of the person applying for the membership and based on the compliance with the established terms and conditions.
2.3. The amount of the membership fee of the association and the procedure of settling thereof shall be resolved by the management board.
2.4. A member of the association is entitled to withdraw from the association on the basis of a written application.
The management board of the association has the right to exclude any member from the association without their application in the following cases:
2.4.1. the member of the association has failed to pay the membership fee
2.4.2. the activity of the member of the association or failure to act is in contradiction with the provisions of the articles of association of the association
2.4.3. the member of the association has damaged the reputation of the association in the eyes of the public or intentionally caused damage to the assets of the association
2.4.4. the member of the association has violated the code of ethics of the association.
2.5. A member of the association has the following rights:
2.5.1. Candidate member
2.5.1.1. to participate in the activity of the association
2.5.1.2. to participate through the association in the activity of the respective associations and holding companies of other countries
2.5.1.3. after reaching the respective level, to move from the status of a candidate member to the status of an ordinary member
2.5.1.4. to get free of charge or on beneficial terms and conditions the printed matter and other information published by the association
2.5.1.5. to enjoy favourable terms and conditions upon participation in any training seminars and various events for pay organised by the association
2.5.1.6. has access to the sections “members only” on the homepage of the association
2.5.2. Ordinary member, permanent member, senior member, honourable member
2.5.2.1. to participate in the activity of the association
2.5.2.2. to participate through the association in the activity of the respective associations and holding companies of other countries
2.5.2.3. to elect and be elected in the management board of the association
2.5.2.4. after reaching the respective level, to move to the next membership status
2.5.2.5. to get a certificate of the respective membership status
2.5.2.6. to get information from the management board about the activity of the association.
2.5.2.7. to get free of charge or on beneficial terms and conditions the printed matter and other information published by the association
2.5.2.8. to enjoy favourable terms and conditions upon participation in any training seminars and various events for pay organised by the association
2.5.2.9. has access to the sections “members only” on the homepage of the association
2.5.3. Legal entity member
2.5.3.1. to get a certificate of the respective membership status
2.5.3.2. to get information from the management board about the activity of the association.
2.5.4. Associated member
2.5.4.1. to participate in the activity of the association
2.5.4.2. to participate through the association in the activity of the respective associations and holding companies of other countries
2.5.4.3. to get a certificate of the respective membership status
2.5.4.4. to get free of charge or on beneficial terms and conditions the printed matter and other information published by the association
2.5.4.5. to enjoy favourable terms and conditions upon participation in any training seminars and various events for pay organised by the association
2.5.4.6. has access to the sections “members only” on the homepage of the association
2.6. The members of the association have the following obligations:
2.6.1. to comply with the requirements of the articles of association and code of ethics of the association and the resolutions of the management board
2.6.2. to pay in due time the membership fees and other invoices issued by the association for the services provided or products sold
2.6.3. to preserve the assets of the association and hinder any damage thereof
2.6.4. to assist in the activity and development of the association in the scope of their possibilities and capabilities
2.6.5. to refrain from any activity, which would damage the reputation of the association or any of its members
2.6.6. to keep the data concerning the member on the homepage of the association complete and up-to-date
3. Management of the association
3.1. The highest managing body of the association is the general meeting of its members. All members of the association may attend its general meeting. The general meeting is held at least once a year and even more frequently if required in the interests of the association.
3.2. The general meeting has the exclusive competence:
3.2.1. to amend the articles of association
3.2.2. to elect the members and substitute members of the management board
3.2.3. to determine the rights and duties of the management board
3.2.4. to hear and approve the reports of the management board
3.2.5. to resolve on the division and merger and termination of the activities of the association
3.2.6. to determine a general revision or audit
3.2.7. to change the objective
3.2.8. to decide on entry into transactions with members of the management board or assertion of claims against them, and to appoint a representative of the association in such transactions or claims
3.2.9. to approve a budget concerning the use of the money of the association
3.3. The general meeting is competent to adopt resolutions in the issues made public while convening the general meeting
3.4. A general meeting of the members of the association is called by the management board at least once a year. A special general meeting is called by the management board in case this is requested in writing with indicating the reason thereof by at least 1/10 of the members of the association. A written notice of a general meeting must be given to the members at least 15 days in advance. The written notice shall be sent to the members of the association to the e-mail address entered in the user profile on the home page.
3.5. A resolution of the general meeting is deemed adopted if more than a half of the members of the association attending the meeting vote in favour thereof.
3.6. Minutes are drawn up with regard to the meeting of the members of the association, which are signed by the chairman of the meeting and the minutes secretary.
3.7. The association is managed and represented by the management board. The management board is elected from among the members of the association for the term of two years. Seven members of the association are elected to the management board. In addition to this up to two substitute members are elected.
3.8. The management board shall elect its chairman and deputy chairman from among its members. The management board may remove a member of the management board prior to the expiry of his term of office in case of failure to perform his obligations to a significant extent, inability to manage the association or due to any other good reason. In such case the removed member of the management board shall be replaced by the first substitute member.
3.9. The management board may adopt resolutions, if more than a half of the members of the management board attend its meeting, including the chairman or deputy chairman. Substitute members attend the meetings of the management board without the right to vote.
3.10. The resolutions of the management board are adopted by simple majority of votes. In case of equal division of votes, the chairman of the management board or in his absence the deputy chairman shall have the casting vote.
3.11. Management board meetings shall be recorded in the minutes. The resolution of the management board shall be signed by the chairman and the minutes secretary.
3.12. The management board is competent:
3.12.1. to organise the activity of the association according to its articles of association and the resolutions of its general meeting
3.12.2. to account the members of the association
3.12.3. to use the money of the association according to the budget approved by the general meeting of its members
3.12.4. to notify the members of the association of any issues relating to the activities of the association
3.12.5. to authorise salaried employees organising the daily activities of the association to their office, assign duties to them and determine their remuneration
3.12.6. to determine the competence and authorisations of the chairman and deputy chairman of the management board
3.12.7. to decide on the association becoming a member in other organisations
3.12.8. to prepare the financial statements and management report and to report the activities of the association to the general meeting of its members
3.12.9. to organise the accounting of the association according to the Accounting Act
3.13. The meeting of the management board shall be called by the chairman or deputy chairman according to the need, but not less frequently than once a quarter of the year.
3.14. The members of the management board are jointly and severally liable for any violation of the requirements of the law or the articles of association, likewise for any loss caused to the association by failure to perform or improper performance of their obligations.
3.15. The management board shall organise the performance of the resolutions of the general meeting of the members and the management board. The association may be represented in all legal acts by two management board members jointly.
4. Division and merger and termination of activities of the association
4.1. The division and merger of the association is executed based on the resolution of the general meeting of the members.
4.2. The association is wound up in the following cases:
4.2.1. by a resolution of the general meeting
4.2.2. upon initiation of bankruptcy proceedings against the association
4.2.3. if the general meeting is incapable of appointing the members of the management board
4.2.4. on other grounds prescribed by law
4.3. The assets of the association shall be distributed by the resolution of the general meeting in case of it being dissolved.
4.4. Upon dissolution of the association it shall be liquidated. The liquidators of the association shall be the members of the management board.