Statute of the Estonian Employers’ Confederation

Statutes adopted on 11 December 2003.
Amended by decision of the General Assembly on 17 February 2010; 18 September 2013; 20 September 2017; 18 September 2024; 19 February 2025.

I GENERAL PROVISIONS

1.1. The Estonian Employers’ Confederation (hereinafter also referred to as the Confederation) is a non-profit organisation formed by the voluntary association of employers and their unions operating in the Republic of Estonia.It is a social partnership organisation representing employers and business in Estonia, which is the basis of the European Social Model principles.
1.2. The Estonian Employers’ Confederation is the successor of the Estonian Freelancers’ Association, founded in 1917, and the carrier of its main objectives in Estonia.
1.3. The seat of the Confederation is Tallinn, Republic of Estonia.

II MISSION AND PURPOSE

2.1. The Association’s mission is to increase the competitiveness of the Estonian economy by improving the business environment and ensuring social stability.
2.2. The Association’s objective is to represent its members in relations with the legislature, the executive and representatives of employees and to protect and represent the interests of its members in Estonia and abroad.
2..3. In order to achieve this objective, the Union:
2.3.1. participates as a social partner in bilateral and tripartite social and economic policy negotiations and concludes agreements with the government, trade unions and other social organisations on the basis of the interests of employers;
2.3.2. defends the interests of employers and business in the legislative process; proposes legislation, amendments and additions to legislation on labour and social policy, education, economic policy, finance and the environment, and implements economic policies that protect and promote the interests of its members;
2. 2.3.3. strives to create and maintain flexible and balanced labour market conditions;
2.3.4. promotes and develops, in cooperation with all interested parties, an education system that meets the needs of the knowledge-based economy;
2.3.5. develops cooperation and exchange of information with employers’ confederations in other countries and their international associations;
2.3.6. provides information, consultation, assistance and training to members in the main areas of activity of the Union;
2.3.7. provides labour market services.

III MEMBERS OF THE UNION, THEIR RIGHTS AND OBLIGATIONS

3.1. Membership is open to all employers and employers’ associations acting as legal entities.
3.2. Exceptionally, membership is also open to persons and institutions not mentioned in 3.1.
3.3. Trade unions may not be members of the Union.
3..4. A member of the Union shall have the right:
3.4.1. to participate in the General Assembly and to have the right to vote;
3.4.2. to participate in the work of the Union’s organs in accordance with the procedures laid down;
3.4.3. to receive information on the activities of the Union;
3.4.4. to make proposals concerning the activities of the Union;
3.4.5. to use the services provided by the Union on preferential terms.
3.4.5..5. The rights of a member may be restricted only by a decision of the Council in case of non-payment of the membership fee.
3.6. A member of the Union is obliged to:
3.6.1. accept and comply with the requirements of the Statutes of the Union and comply with the decisions of the governing bodies of the Union;
3.6.2. pay the membership fee in accordance with the membership fee regulations established by the General Assembly.

IV. MEMBERSHIP, WITHDRAWAL AND EXPULSION

4.1. The person provided for in point 3.1. acquires membership status after the application for membership has been approved by the Council. In the event of the application not being approved, the applicant may request that his/her admission to membership be decided by the General Assembly.
4.2. The person provided for in point 3.2. shall acquire membership status after the application for membership has been approved by the General Assembly.
4.3. A member shall have the right to apply for suspension of membership for a period of up to one year for good cause. In the event of suspension, the member shall lose the rights set out in Article 3.4 and shall not be obliged to fulfil the obligations of membership set out in Article 3.6.2. Suspension of membership shall be decided by the Council.
4.4. A member has the right to resign from the Union at any time on the basis of a written application submitted to the Executive Board.
The Council shall decide to expel a member from the Union if:
4.4.1. the member does not meet the requirements for membership;
4.4.2. the member does not comply with the provisions of the Statutes or has caused significant damage to the reputation of the Union.
4.4.3..5. the membership fee paid by the member at the time of the Membership Exit will not be refunded.

V MANAGEMENT

5.1. General Assembly
5.1.1 The highest body of the Union is the General Assembly, which has the exclusive competence to:
5.1.1.1. elect the members of the Council;
5.1.1.2. approve the annual report of the Union;
5.1.1.3. admit the members provided for in point 3.2.
5.1.1.4. appoint the auditor;
5.1.1.1.5. amendment of the Statutes and the Object;
5.1.1.6. decision on mergers, divisions and dissolutions;
5.1.1.7. appointment of the Audit Committee;
5.1.1.8. admission of a member pursuant to clause 4.1. of the Statutes;
5.1.1.9. approval of the amount and payment of membership fees.
5..1.2 The General Assembly shall be convened by the Board of Directors not less frequently than once a year. The date of the General Meeting and the agenda shall be communicated to the members at least 20 days in advance.
5.1.3. The General Meeting shall be chaired by the Chairman of the Board or by a chairman elected by the General Meeting.
5.1.4. Decisions of the General Meeting shall be adopted if more than half of the members present at the General Meeting vote in favour.
5.1.5..1.5. Decisions on the matters provided for in Articles 5.1.1.5. and 5.1.1.6. of the Statutes shall be adopted if they are supported by more than 2/3 of the members present at the General Meeting.
5.1.6. In the election of persons, the candidate who obtained the highest number of votes shall be elected. In the event of an equal division of votes in the election of the persons provided for in point 5.1.1.1, the natural person whose member of the Union is represented or whose members employ the greatest number of staff shall be elected.
5.2. Meeting of the Commissioners (Council)
5.2.1. The Council of Councillors is a body of up to 30 natural persons, to the extent provided for in these Statutes, which performs the functions of the General Assembly.
5.2.2. The members of the Council of Councillors are elected by and from among the members of the Union for a term of three years. Each member may put forward one candidate for election as a member of its governing body, who shall be the Chief Executive Officer.
5.2.3 The election of the Council shall take place in two rounds. In the first round, up to fifteen members shall be elected from among the representatives of the employers’ associations and in the second round up to fifteen members shall be elected from among the representatives of the employers and the members referred to in point 3.2. above. If fewer than fifteen members are elected in the first round, the number of members elected in the second round shall be increased, if there are candidates, by the number of members elected in the first round. A person who has
been elected as a member of the council in the first round may not stand as a candidate in the second round. The precise procedure and conditions for the election shall be decided by the General Assembly.
5.2.4 The term of office of a councillor shall expire prematurely if the member of the Union who nominated him/her as a candidate withdraws him/her as a councillor, or if he/she has resigned as a member of the governing body or as CEO of the member of the Union who nominated him/her, or if the corresponding member of the Union has resigned or been expelled from the Union.
In the event of the early termination of the term of office of a Councillor, a new Councillor shall be elected at the General Assembly by and from among the representatives of the Members of the Union in accordance with the procedure set out in clause 5.2.3. of the Statutes and shall hold office until the termination of the term of office of the Councillor in office
5.2.5. Councillors:
5.2.5.1. appoints the Board of Directors and supervises its activities;
5.2.5.2. approves the Union’s action plan and budget;
5.2.5.3. decides on the admission of members on the basis of Article 4.1. of the Statutes and on the expulsion of members on the basis of Articles 4.4.1. and 4.4.2. of the Statutes;
5.2.5.4. decides on the assignment or encumbrance of movable property entered in the debt register of the Union;
5.2.2.5.5. proposes to the Government of the Republic the appointment of representatives to the Board of the Estonian Health Insurance Fund;
5.2.5.6. appoints representatives to the Board of the Estonian Unemployment Insurance Fund;
5.2.5.7. approves the appointment of a candidate for the position of National Conciliator;
5.2.5.8. decides on any other matters requested by the Board or by at least 1/10 of the members of the Council.
5..2.6. The council shall be guided in its activities by the approved rules of procedure. The President of the Council, elected by the members of the Council, shall lead and represent the Union in matters within the competence of the Council. The President of the Council may be elected for a maximum of two consecutive terms.
The Council may elect up to seven Vice-Presidents to carry out the duties set out in the Rules of Procedure.
The President of the Council may delegate the performance of his/her duties to only one of the Vice-Presidents for good cause.
5.2.7. The Council shall meet at least once a quarter. The meeting of the council shall be convened by the chairman of the council with at least 14 days’ notice. The agenda of the meeting shall be sent by the chairman of the council to the councillors at least 7 days in advance.
5.2.8. The council shall be competent to take decisions on matters announced when the council is convened. Decisions may be taken on matters which were not announced when the council was convened if at least 2/3 of the councillors are present.
Decisions of the council are taken by a majority of votes in favour. In the event of a tie, the chairman of the council shall have the casting vote.
5.2.9. A councillor who is unable to attend a meeting of the council for good cause may authorise another councillor to represent him or her. The proxy must be in writing.
5.2.10. For good cause, a decision of the council may be taken by written (electronic) ballot without convening the meeting. In the case of a written vote, the decision is deemed to be adopted if at least 2/3 of the councillors vote in favour. The decision on the necessity of a written vote shall be made by the chairman of the council.
5.3. Board of Directors
5.3.1. The Board of Directors is a body of 1 to 3 members, appointed by the Council, which manages and represents the Association in accordance with the directives of the General Assembly and the Council and the approved action plan.
5..3.2. The work of the Executive Board shall be directed by the Chairman of the Executive Board appointed by the Council.
5.3.3. The term of office of the Executive Board shall be up to four years.
5.4. Departments and other bodies
5.4.1. In order to better achieve the objectives of the Union, the Executive Board may form departments and other bodies (round tables, committees, working groups, etc.) within the Union.
5.4.2. All the organs to be established shall be governed by the rules and regulations approved by the Governing Board, the Statutes and the decisions of the governing bodies of the Union.
5.4.3. Other organs to be established within the Union shall not have legal personality. 5.4.3.

VI SUPERVISION

6.1. The activities of the bodies of the Union are supervised by the Audit Committee and the Auditor.
6.2 The Audit Committee is a body of up to 3 members appointed by the General Assembly, which assesses the activities of the Board of the Union and the expediency of the use of financial resources in accordance with the approved budget, in accordance with the principles of internal control.
6.3 The Auditor carries out auditing, i.e. examining and assessing the financial statements in accordance with the auditing rules. The audit report shall be submitted to the General Meeting.

VII OTHER ISSUES

7.1. The assets of the Union shall not be subject to distribution among its members. In the absence of a successor or successor in title, it shall be donated to charity.
7.2 The financial year of the Union shall begin on 1 April and end on 31 March.