Adopted by the General Meeting of the Estonian Union of Professional Engineers on June 19, 1998

Amended by the General Meeting on March 28, 2007

STATUTES OF THE NON-PROFIT ORGANISATION ESTONIAN UNION OF PROFESSIONAL ENGINEERS

1.      General Provisions

1.1.    The non-profit organisation Estonian Union of Professional Engineers (hereafter EUPE) is an voluntary organisation of engineers.

1.2.    The official name of the organisation is: Eesti Inseneride Kutseliit;

-         in English - Estonian Union of Professional Engineers;

-         in German - Estnischer Berufsverband der Ingenieure;

-         in Finnish - Viron Insinöörien Ammattiliitto;

-         in Russian - Professionalnõi Sojuz Inženerov Estonii.

1.3.    The location of EUPE is Tallinn, Republic of Estonia. EUPE conducts its activities in the Republic of Estonia.

1.4.    With a view of furthering their professional activities, members of EUPE may, in accordance with the Statutes of EUPE, create sections within EUPE.

1.5.    EUPE shall be guided in its activities by the law of the Republic of Estonia and the present Statutes.

1.6.    EUPE is a legal person; it has assets, its own bank account, a seal with its name and its own symbols.

1.7.    EUPE may become a member of other Estonian or international unions and associations.

2.      Goals of EUPE

2.1.    The goals of EUPE are to promote creativity, innovation and cooperation among engineers; to represent social interests of its members, to help improve the training quality of engineers and to promote life-long learning.

2.2.    To achieve the goals set in the statutes, EUPE shall:

-         participate in developing the professional qualifications system for engineers in Estonia;

-         monitor the compliance with the requirements to national and international recognition of diplomas issued by universities and higher education institutions;

-         participate in ensuring international recognition to the engineering profession;

-         monitor the compliance with structural requirements to engineering curricula and whether the training of engineers takes place in accordance with the accredited curricula;

-         gather information and provide consultation to engineers in questions related to engineering work and working conditions;

-         mediate job search and information on vacancies;

-         take available measures to improve the professional opportunities of its members;

-         organise and mediate information dissemination, training and development events for professional engineers;

-         develop cooperation with government bodies and other unions and associations in Estonia as well as abroad;

-         provide full support to popularisation of the engineering profession in Estonia;

-         provide support to granting in Estonia the rights established by the European Social Charter.

3.      EUPE Membership

3.1.    EUPE membership is comprised of members and junior members. EUPE must have at least two members.

3.2.    EUPE accepts engineers, architects, engineer-economists, chemists who have graduated from a university or applied higher education establishment and recognise the statutes of EUPE as members. Other people with higher education who do engineering work or have retired due to age may also be members of EUPE.

3.3.    EUPE accepts students of technological and technology-related programs of universities and applied higher education establishments as junior members.

3.4.    EUPE members are accepted by EUPE Management Board. To join EUPE, the candidate must send EUPE Management Board a filled registration form and pay the membership fee for a period of at least six months.

3.5.    EUPE Management Board keeps the list of members and organises the collection of the membership fee. Members who have retired from active professional life are exempt from the membership fee.

3.6.    A member wishing to leave EUPE shall present EUPE Management Board a written application. The membership rights shall be terminated at the end of the fiscal year. EUPE Management Board deletes the leaving member from EUPE members’ list following that deadline.

3.7.    A member may be expelled from EUPE with a decision of the Management Board, if he or she:

-         has failed to pay the membership fee by the end of the fiscal year;

-         has repeatedly violated EUPE Statutes or caused significant damage to the reputation of EUPE.

3.8.    Expulsion of a member is decided by EUPE Management Board. The expelled member shall be sent a notification of the decision and its reasoning.

3.9.    Amount of the membership fee and the rules for its collection are adopted by the General Meeting of EUPE.

3.10.    EUPE members have the right to:

-         participate in all EUPE events;

-         participate in preparing decisions adopted by EUPE;

-         receive information provided by EUPE free of charge;

-         make use of professional and legal support, benefits and job exchange services provided by EUPE;

-         vote and be elected to EUPE elected bodies;

-         make proposals and queries concerning the activities of EUPE;

-         make proposals concerning Estonian economy, technology policy, engineering work, working conditions and training through EUPE;

-         voice their opinions in EUPE publications;

-         use symbols of EUPE in accordance with the relevant rules.

3.11.    EUPE members are obliged to:participate in all EUPE events;

-         recognise and follow EUPE Statutes;

-         pay the membership fee;

-         follow EUPE decisions mandatory to all members.

4.      Organisational Structure and Management

4.1.    The highest body of EUPE is the General Meeting (electronic General Meeting) that takes place according to necessity but at least once a year on a date set by the Management Board.

4.2.    The General Meeting has the sole competence to:

-         amend EUPE Statutes and adopt new Statutes;

-         adopt the amount of the membership fee and the payment rules;

-         adopt the annual fiscal report;

-         adopt the budget and Management Board action plan for the upcoming fiscal year;

-         elect the members of the Management Board;

-         elect the Internal Auditor;

-         set the representative quorum of trustees who represent the members of EUPE and fulfil the tasks of General Meeting;

-         decide on a merger, division or reorganisation of EUPE in cases prescribed by law;

-         decide on voluntary termination and liquidation of EUPE.

4.3.    General Meeting is convened by the Management Board. EUPE members shall be notified of a General Meeting at least seven days in advance.

4.4.    General Meeting has a quorum if at least half of the members or their representatives is present. If a quorum is lacking, the Management Board shall convene a new General Meeting that shall take place no later than twenty one days after the original date. This General Meeting has a quorum regardless of the number of members present, provided that more than a half of the present members or representatives are in favour of the proposal.

4.5.    An amendment to the Statutes is adopted, if more than 2/3 of members or representatives present are in favour.

4.6.    An extraordinary General Meeting may be convened by a decision of the Management Board or upon the demand of 1/10 of the members.

4.7.    General Meeting may take place without convening, if at least 2/3 of the members or their representatives take part in written voting.

4.8.    If the number of EUPE members grows beyond 250, the General Meeting may establish the quorum of trustees that shall perform the tasks of the General Meeting. The trustees’ rules of procedure and decision-making are subject to rules set by the General Meeting and the Statutes.

4.9.    Between General Meetings or meetings of trustees, the activities of EUPE are directed by the Management Board, elected for a period of four years by the General Meeting or meeting of trustees.

4.10.    In the case of a vote on a person, the candidate with the most votes shall be elected. In the case of a tied vote, the result shall be determined by drawing lots.

4.11.    EUPE Management Board is comprised of three to nine members.

4.12.    The Management Board will elect the chairman and vice-chairmen among themselves for its term of office.

5.      EUPE Management Board:

-         represents EUPE and directs its activities between General Meetings or meetings of trustees;

-         every member of the Management Board has the right to represent EUPE in all legal actions;

-         convenes the General Meeting or meeting of trustees, presents the meeting with documents related to issues discussed, ensures the execution of the decisions adopted;

-         resolves, in the course of its meetings, issues derived from the Statutes and action plan;

-         ensures the development of the necessary asset base for its activities;

-         organises EUPE’s accounting in accordance with the Estonian Accounting Act;

-         compiles the annual accounts and report at the end of the fiscal year in accordance with the relevant legislation;

-         upon the proposal of the chairman of the Management Board, appoints and releases from appointment payroll employees, approves their salaries, leave conditions and additional remuneration;

-         conducts negotiations and concludes agreements on behalf of EUPE, ensures their execution.

5.1.    EUPE Management Board is competent to make decisions if more than half of the Management Board members are present at the meeting; a decision shall be adopted with a simple majority of the votes of the members present.

5.2.    Chairman of the Management Board:

-         is a member of the Management Board;

-         chairs Management Board meetings;

-         acts on behalf of EUPE without a document of authorisation, represents EUPE in relations with governmental and municipal bodies and other authorities and issues proxies;

-         signs documents on behalf of EUPE;

-         uses EUPE assets and resources in accordance with the Statutes;

-         takes part in the work of expert committees and workgroups;

-         concludes contracts on behalf of EUPE;

-         reports his or her activities to the Management Board.

5.3.    Vice-chairman:

-         is a member of the Management Board;

-         substitutes for the chairman in his or her absence.

5.4.    Rights and liability of Management Board members:

-         member of the Management Board has the right to receive information from representatives of EUPE with the view of organising cooperation;

-         member of the Management Board shall not disclose professional secrets known to him or her;

-         member of the Management Board takes active part in the work of the Management Board, cooperates with other board members and informs them of work-related matters;

-         if a member of the Management Board fails to fulfil his or her duties, the Management Board has the right to make a proposition to the EUPE General Meeting or meeting of trustees for his or her removal.

6.        Economic Grounds of EUPE Activities.

6.1.    EUPE is a non-profit organisation. EUPE may organise revenue-oriented events, however, the whole income shall be used for activities and development prescribed by the Statutes.

6.2.    EUPE’s sources of income are:

-         entrance and membership fees;

-         grants and donations to EUPE;

-         income from events organised in accordance with the Statutes;

-         income from temporary investment of available funds in deposits, shares etc;

-         other income in accordance with the relevant legislation.

6.3.    To develop EUPE’s statutory and organisational activities, the Management Board shall allocate return sections part of their total membership fees. The share allocated shall be determined by the Management Board based on the activity plans of the sections.

6.4.    EUPE carries out its accounting and pays the taxes prescribed by law into national and local budgets.

7.       Sections and Their Rights.

7.1.    With the view to better develop EUPE activities, EUPE members may establish sections within EUPE.

7.2.    Sections are established at higher education establishments and universities (junior members), by professional fields or based on the regional spread of EUPE members.

7.3.    Among their members, the sections select section chairmen whose activities shall be guided by EUPE Statutes, the law, and decisions of the General Meeting or the meeting of trustees.

7.4.    EUPE sections are not separate legal persons and shall conduct their activities in accordance with the decisions of the General Meeting or the meeting of trustees, taking into account regional differences, opportunities and needs.

8.       Merger, Division and Termination of EUPE.

8.1.    EUPE shall be reorganised or terminated in accordance with the procedure and on the grounds established by law.

8.2.    If a general Meeting cannot be convened for the purpose of termination of EUPE, the liquidation shall be approved by the meeting of trustees by a simple majority of vote.

8.3.    For the termination of EUPE, a liquidation committee shall be set up to satisfy the creditors and decide the fate of EUPE assets as prescribed by law.

8.4.    After the satisfaction of all the creditors’ claims and depositing the cash, the remaining assets shall be divided between the entitled persons in accordance with the Statutes.