Articles of association of non-profit association Eesti Taaskasutusorganisatsioon
Article 1. General provisions
1.1 Eesti Taaskasutusorganisatsioon (hereinafter referred to as ETO) is a non-profit association operating on the principle of voluntary membership and uniting packaging undertakings in the context of the Packaging Act.
1.2 The official name of the non-profit association is Eesti Taaskasutusorganisatsioon MTÜ – abbreviation ETO. In international communication the name Estonian Recovery Organisation, abbreviation ERO, is used.
1.3 ETO is seated in Tallinn, the Republic of Estonia.
1.4 In its activities ETO is guided by legislations of the Republic of Estonia and these articles of association.
Article 2. Objective
The objective of ETO is to organise, on the national level, the collection and recovery of the packaging and packaging waste of packaging undertakings who have transferred their obligations thereto pursuant to the Packaging Act and to develop the recovery system for ensuring the recovery of packaging waste at least to
the extent of the recovery targets provided in the Packaging Act.
Article 3. Tasks and principles of activity
3.1 The task of ETO is:
3.1.1 to organise, on the national level, the collection and recovery of packaging and packaging waste;
3.1.2 to organise the recycling of collected packaging and packaging waste and the recovery of reusable packaging;
3.1.3 to develop the recovery system;
3.1.4 to provide all packaging undertakings with access to the services of the recovery organisation;
3.1.5 to provide services to all of its customers and members on equal grounds, based on the weight of packaging waste of goods placed on the market by a packaging undertaking and the service fee rates published by the recovery organisation;
3.1.6 to carry out the buying of services related to the handling of packaging and packaging waste by way of competition, being guided by the principles of sustainable use;
3.1.7 to ensure the availability of the information concerning the packaging undertakings who have transferred their obligations pursuant to the Packaging Act and information related to the collection and recovery of packaging and packaging waste to the Ministry of the Environment and a person with supervisory authority;
3.1.8 to inform the public and consumers about the procedure of and requirements for returning packaging and packaging waste;
3.1.9 to organise its management and activities in a manner that ensures the preservation of accreditation, issued by the Minister of the Environment, of ETO as a recovery organisation pursuant to the Packaging Act;
3.1.10 to carry out the reporting and record-keeping on packaging for its members and customers to the Ministry of the Environment, Packaging register and other relevant persons and institutions pursuant to procedures prescribed in valid legislations.
3.2 For the purposes of achieving its objective, ETO also:
3.2.1 develops cooperation with other local governments and non-profit initiatives promoting packaging recovery for the purposes of improving the awareness of the public and consumers on the procedures and requirements applicable to packaging and packaging waste;
3.2.2 represents and protects the interests of packaging undertakings in relations with representatives of public authorities and third parties;
3.2.3 collects, intermediates and distributes professional information and provides consultations;
3.2.4 establishes contacts on packaging recycling with relevant organisations in Estonia and abroad.
Article 4. Members
4.1 Members of ETO may be packaging undertakings or legal persons founded by packaging undertakings the members, partners or shareholders of which are packaging undertakings.
4.2 A member of ETO may not be a member, shareholder, member of a management body, employee or customer of a recovery organisation competing against ETO or a member, shareholder, member of a management body or employee of a legal person related to a recovery organisation competing against ETO.
4.3 Decision about acceptance as a member is made by the management board based on a written application of a person applying for membership, whereas the management board shall review the application within a period of one month as of the day of submission of the application. Membership may be denied if the person or their activities fail to comply with the requirements of the articles of association.
4.4 The person acquires the rights and obligations of a member as of the moment of passing a respective resolution by the management board, unless the resolution specifies a different time.
4.5 A member may be excluded from the body of members of ETO if the member or its activities fail to comply with the requirements of the articles of association. If the exclusion of a member is decided by the management board, the member may request a respective exclusion resolution from the council.
Article 5. Rights of a member
A member has the right:
5.1 to participate at the general meeting with the right to vote;
5.2 to submit proposals to the general meeting, the council or the management board;
5.3 to receive information from the management board on the activities and use of financial resources of ETO in line with Article 16 of the articles of association;
5.4 to withdraw from ETO based on their application by following an advance notice term of at least one month.
Article 6. Obligations of a member
A member is required:
6.1 to follow the articles of association and comply with resolutions of bodies of ETO;
6.2 upon exercising the rights and obligations of a member to be guided by the objectives, tasks and interests of ETO;
6.3 to refrain from damaging the reputation and competitive strength of ETO and from otherwise inflicting damage to ETO;
6.4 to immediately notify the management board of their transformation, merger, dissolution or bankruptcy.
Article 7. Customer of ETO
A customer is a packaging undertaking (incl. a member of ETO) in the context of the Packaging Act which has entered into a respective written customer agreement with ETO. By means of the customer agreement ETO, based on terms and conditions provided in the customer agreement, takes over from the packaging undertaking the obligations set forth in the Packaging Act and the Packaging Excise Duty Act and the legislations subordinate thereto.
Article 8. Management bodies
The management bodies of ETO are the general meeting of members of ETO (general meeting), meeting of delegates of ETO (council) and the management board of ETO (the management board).
Article 9. General meeting
9.1 The highest management body of ETO is the general meeting.
9.2 A regular general meeting is summoned by the management board at least once (1 time) a year. Members must be notified on the summoning, time, location and agenda of an annual general meeting in written form at least 10 (ten) calendar days in advance by sending a respective notice to the address registered in the commercial register.
9.3 A special general meeting is summoned, when necessary, by the management board at its own initiative or based on a motivated written request of 1/10 of members. Members must be notified on the summoning, time, location and agenda of a special general meeting in written form at least 7 (seven) calendar days in advance.
9.4 The issues to be discussed at the general meeting are submitted by the management board.
9.5 The general meeting has the sole jurisdiction:
9.5.1 to amend the articles of association;
9.5.2 to approve the budget;
9.5.3 to elect and remove delegates and decide their remuneration;
9.5.4 to decide an entry into transaction with a delegate and to appoint a representative of ETO for the said transaction;
9.5.5 to approve an annual report;
9.5.6 to elect and remove auditor(s);
9.5.7 to decide the dissolution, merger or division of ETO;
9.5.8 to appoint the entitled persons for the distribution of assets remaining upon dissolution of ETO;
9.5.9 to pass other resolutions falling under the jurisdiction of the general meeting pursuant to law or the articles of association.
9.6 The general meeting has a quorum when more than half of members of ETO are represented at the meeting. In case a required number of members of ETO is not present at the general meeting, the management board summons a new general meeting within a period of 10 (ten) calendar days without amending the agenda. The second general meeting has a quorum regardless of the number of participants.
9.7 A resolution of the general meeting is deemed passed if more than half of the members of ETO or their authorised representatives present at the meeting vote in favour of the resolution, except if law or the articles of association require a greater majority.
9.8 Each member of ETO has one vote. A member of ETO must not vote if the vote decides their exemption from an obligation or responsibility, submission of a claim against them, commencement or termination of a court action against them, conclusion of a transaction between them and ETO and appointment of a representative of ETO in such a claim or transaction. The votes of such a member of ETO are not taken into account upon appointment of representation.
9.9 A member of ETO has the right to authorise another member of ETO to represent them and to vote on their behalf at the general meeting.
9.10 Minutes of general meetings are sent to all members of ETO within a period of 1 (one) month as of the time of the general meeting.
Article 10. Council
10.1 To the extent provided by the articles of association, the council carries out the tasks of the general meeting and exercises supervision over the activities of the management board.
10.2 The general meeting elects the council for a term of 3 (three) years.
10.3 The minimum number of delegates is 3 (three) and the maximum number of delegates is 9 (nine). Remuneration may be paid to delegates for the performance of their duties, whereas the remuneration rates are decided by the general meeting. Delegates have the right to demand compensation for the necessary costs incurred upon the performance of their duties.
10.4 In addition to other tasks, the council:
10.4.1 elects the chairman of the council from among the delegates for a period of 3 (three) years;
10.4.2 Approves the conclusion of such transactions which involve any acquisition, taking into use (including letting, rental, lease), transfer or encumbrance of real estate or construction works.
10.4.3 approves the issue or taking a credit or loan as well as the completion of other such transactions which are not part of everyday economic activities;
10.4.5 approves the mark of ETO;
10.4.6 appoints and removes members of the management board and decides their remuneration;
10.4.7 decides an entry into transaction with or submission of a claim against a member of the management board and appoints a representative of ETO for the said transaction or claim;
10.4.8 based on request of a member excluded from the membership by the management board, decides the exclusion of such member.
10.5 Meetings of the delegates take place pursuant to need but not less frequently than 2 (two) times a year. A council meeting is summoned by the chairman of the council by notifying the delegates of the time and location of the council meeting as well as the issues to be discussed at least 5 (five) calendar days prior to the meeting.
10.6 A council meeting has a quorum if more than half of the delegates participate in the meeting. A resolution of the council is deemed passed if more than half of the delegates participating in the meeting vote in favour of the resolution. In case a required number of delegates is not present at a meeting, the chairman of the council summons a new meeting within a period of 5 (five) calendar days without amending the agenda. The second meeting has a quorum regardless of the number of participants.
10.7 Delegates have the right to pass resolutions in written form without summoning a meeting. In such case a written draft of the resolution is sent to each delegate, specifying the term by which the delegate is required to submit their opinion. If by the specified term a delegate fails to express their opinion of being in favour or against the resolution, it is deemed that the delegate is against the resolution. A resolution is deemed passed if all delegates have voted in favour of the resolution in written form. The results of written vote are immediately communicated to all delegates.
Article 11. Management board
11.1 The management board is a management body, consisting of 1 (one) member appointed by the council for a term of 3 (three) years. One person may be elected a member of the management board repeatedly.
11.2 The management board manages and represents ETO, and also:
11.2.1 ensures the execution and implementation of lawful resolutions of the general meeting and the council;
11.2.2 is responsible for day-to-day management of ETO;
11.2.3 within the limits of budget, uses and disposes of the fixed and current assets of ETO;
11.2.4 enters into transactions participants in economic activities, ensuring the capability of ETO to carry out on the national level the obligations set forth by the Packaging Act and the Packaging Excise Duty Act.
11.2.5 develops and approves service fee rates;
11.2.6 organises the bookkeeping of ETO;
11.2.7 within the limits of budget, determines the wages of employees of ETO;
11.2.8 reports to the general meeting and the council on the activities of ETO;
11.2.9 prepares the budget of ETO and an activity plan for the performance of obligations prescribed to packaging undertakings by the Packaging Act;
11.2.10 submits a written overview of the previous year’s activities of ETO to the Minister of the Environment;
11.2.11 ensures the availability of the activity report and the annual report on the website of the recovery organisation.
11.3 The right of the management board to represent ETO may be limited by the articles of association or a resolution of the council.
Article 12. Audit
12.1 For the purposes of auditing the financial and economic activities of ETO, members of ETO appoint auditor(s) who also determine the procedure for remuneration of an auditor.
12.2 An auditor may not be a member of the council or ETO or a representative, member of the management board or accountant thereof.
Article 13. Economic activities
13.1 The economic activities of ETO originate from the objectives and tasks identified in the articles of association.
13.2 The financial year of ETO is a calendar year.
13.3 ETO may give or take loans In compliance with the objectives and tasks of ETO.
13.4 The profit of ETO is not distributed among the members of ETO.
Article 14. Dissolution of ETO
14.1 Dissolution of ETO is decided by a resolution of the general meeting in favour of which have voted at least ¾ of members present or represented at the general meeting.
14.2 Upon dissolution of ETO a liquidation proceeding prescribed by law is held.
14.3 After satisfaction of the claims of creditors the remaining assets are distributed based on a resolution of the general meeting.
Article 15. Merger and division of ETO
The merger or division of ETO is decided by a resolution of the general meeting in favour of which have voted at least ¾ of members present or represented at the general meeting.
Article 16. Sensitive information
16.1 The management board or employees of ETO may not disclose sensitive information or documents containing such information to any persons (incl. the general meeting, the council and members thereof). Sensitive information is the information to which all of the following statements apply:
16.1.1 it has become known to the management board or an employee due to their position in ETO;
16.1.2 it concerns or describes the economic activities of members or customers of ETO (for example business plans, entered-into agreements or terms thereof, prices, quantity of packages associated with activities);
16.1.3 its disclosure may directly or indirectly affect the competition between members or customers of ETO or the competition between ETO and a recovery organisation competing against ETO.
16.2 The council, a delegate or a member of ETO may request from the management board the issue of documents in a manner, format and level of generalisation that ensures prevention of disclosure of sensitive information.
16.3 The management board may disclose sensitive information
16.3.1 to an employee of ETO who unavoidably requires such sensitive information for the performance of their duties and who has entered into a confidentiality agreement;
16.3.2 to a financial institution, adviser or consultant who is bound by a confidentiality obligation arising from law;
16.3.3 to a public authority in cases and to the extent specified by legislations.