ARTICLES OF ASSOCIATION
ESTONIAN SOMMELIER ASSOCIATION
I GENERAL PROVISIONS
1. The Estonian Sommelier Association (hereinafter ESA) is a non-profit organization operating on the basis of societal, voluntary and democratic principles and uniting individuals engaged in the selection, serving and introduction of beverages.
- The activities of ESA are based on the initiative and common actions of its founders and members, the election of its board members, and the regular reporting by the elected leaders of the organization to their members.
- ESA is a legal person in private law.
4. ESA’s official name is:
4.1. in Estonian: Eesti Sommeljeede Assotsiatsioon
4.2. in English: Estonian Sommelier Association
4.3. in French: Association des Sommeliers d’Estonie
5. The legal address of ESA is Tallinn, Republic of Estonia.
II OBJECTIVES AND ACTIVITY AREAS OF ESA
6. The objective of ESA is to raise the level of knowledge and service of alcoholic and non-alcoholic beverages and to promote beverage culture.
- The main areas of ESA’s activity are:
7.1. raising the calibre of beverage and food culture and disseminating knowledge in this field;
7.2. representing its members in relations with similar types of organizations and associations in Estonia and abroad;
7.3. intermediating work experience;
7.5. organizing training and continuing education courses;
7.7. disseminating information pertaining to ESA;
7.8. participating in drafting legislation pertaining to ESA and its members;
7.9. organizing trade fairs and other events in the speciality.
- ESA organizes events and projects that are not in conflict with its articles of association or the legislation of the Republic of Estonia.
- ESA has the right to form business units, branches and representations in order to achieve its objectives under these articles.
III MEMBERSHIP OF ESA
- Membership of ESA is open to all citizens of the Republic of Estonia who acknowledge the objective of ESA and its Articles of Association, have at least an ESE junior sommelier diploma or other equivalent internationally recognized diploma and the written support from two references who are members of ESA. Candidates for membership must have knowledge in the field of activity of ESA and/or work in a position related thereto.
- Acceptance of ESA members shall be decided on by the board. Membership shall enter into force upon full payment of membership dues for the current year.
12. Members may resign their membership of ESA at any time by providing written notice to the board of ESA.
13. The rights of an ESA member, including voting rights, shall be suspended if the member has failed to pay membership dues by the start of the general meeting of the current year or late February, whichever is earlier. A member who has not paid membership dues by the end of May of the current year and who has not been granted an extension by board resolution shall be expelled. Membership dues shall not be refunded to members who leave of their own accord or who are expelled.
- The ESA board has the right to terminate membership if a member has other indebtedness to ESA, harms the reputation or activity of ESA or is in repeated breach of the ESA Articles of Association or has intentionally submitted falsified data in their membership application.
IV RIGHTS AND RESPONSIBILITIES OF ESA MEMBERS
- Members of ESA shall have the right to:
15.1. nominate ESA members as representatives on ESA management bodies, be elected to such positions themselves and take part in the formation of other bodies of ESA;
15.2. submit suggestions and inquiries to ESA bodies;
15.3. take part in events organized by ESA;
15.4. use ESA insignia pursuant to the established rules;
15.5. take part in ESA’s economic activity and managing its economic activity, and examine ESA documentation.
16. ESA members are obliged to abide by the ESA Articles of Association.
V MANAGEMENT OF ESA
- The supreme body of ESA is the general meeting of its members, which shall be convened by the board at least once a year. Members must be notified of the general meeting in writing at least one months before it is held.
- The extraordinary general meeting of ESA shall be convened on the basis of board resolution or in cases where it is requested in writing, with the reason cited, by at least 1/10 (one-tenth) of the members.
19. The ESA general meeting has a quorum if a majority of its members are in attendance. If fewer than a majority are present, the board shall convene a new general meeting with the same agenda within three weeks. The new general meeting shall have a mandate to adopt resolutions, regardless of the number of members participating if at least three members are represented at the general meeting.
- Resolutions of the general meeting shall be considered passed if more than one-half of the members of the ESA participating in or represented at the meeting vote in favour of the resolution. Each member shall have one vote at the general meeting. An ESA member may authorize a representative in writing to take part and vote at the general meeting in their behalf. Only another ESA member may serve as the representative. In elections of individuals, the candidate who received more votes than the others at the general meeting shall be considered appointed. In case of a tie, lots shall be drawn.
21. If necessary, the ESA board may adopt a resolution to put to a written vote an issue otherwise reserved by the Articles of Association to the remit of the general meeting. In such a written vote, the general meeting resolution shall be considered passed if at least one-half of the ESA members vote in favour of the resolution.
- General meeting:
22.1. determines the objectives and basic directions of ESA’s activity;
22.2. makes changes and approves new Articles of Association;
22.3. hears and approves board reports regarding ESA activity;
22.4. hears and approves (audit) reports from the supervisory body;
22.5. acts as a check on the activity of the board in use of funds;
22.6. approves the annual budget and report on compliance with the annual budget;
22.7. determines the number of board members and elects a new board for two years by secret voting;
22.8. elects the ESA supervisory body (audit committee)
22.9. forms a liquidation committee;
22.10. dissolves ESA.
23. The ESA general meeting is competent to adopt resolutions in other matters pertaining to ESA’s activity as well.
- The resolutions of the general meeting are obligatory for the board.
25. The board shall manage the operation of ESA during the period between general meetings. The board shall be made up of the number of members determined by the general meeting, and not less than three members.
- The ESA board:
26.1. reports to the general meeting;
26.2. selects from its own ranks a chairman (president) and if necessary vice-presidents and sets the areas of responsibility for the board members;
26.3. accepts new members and in cases set forth in the Articles of Association suspends or expels members;
26.4. prepares the annual budget and submits it to the general meeting for approval;
26.5. organizes and supervises use and disposition of funds and other tangible assets;
26.6. decides on establishment of business units, branches, representations and funds;
26.7. decides on conclusion of contracts on issues not in the main area of activity of ESA;
26.8. decides on conclusion of contracts between ESA and its members;
26.9. sets the amount of membership dues and deadlines for payment;
26.10. approves rules and guidelines governing ESA’s internal activity (job descriptions, regulations etc.);
26.11. convenes the general meeting of ESA members in accordance with the terms and procedure prescribed in these Articles of Association;
26.12. represents ESA in relations with other natural and legal persons in the Republic of Estonia and other countries;
26.13. organizes record-keeping on members;
26.14. decides on other matters related to ESA’s activities.
27. The board shall have a quorum if over one-half of the board members take part in a board meeting. The resolutions of the board shall be passed by simple majority vote. Ties shall be broken by the chairman’s vote.
28. Board meetings shall be convened by the president no less frequently than once a quarter.
29. The ESA president:
29.1. has a reporting obligation to the ESA board, audit committee and general meeting;
29.2. is in charge of day-to-day affairs in ESA and adopts resolutions not in the sole purview of the ESA general meeting or board;
29.3. ensures compliance with general meeting and board resolutions;
29.4. enters into contracts, including employment contracts with salaried employees of ESA on the basis of board resolution;
29.5. uses and disposes of ESA funds and other tangible assets in conformity with the ESA budget and management board resolutions;
29.6. develops other activities necessary for achieving the objectives of ESA under these Articles of Association.
VI AUDIT COMMITTEE
30. For oversight of ESA activity, an audit committee of up to three members shall be elected by the general meeting for a two year term. An audit shall be performed at ESA not less frequently than once a year.
VII ESA PROPERTY AND ECONOMIC ACTIVITY
31. ESA’s assets are its tangible assets and funds, which are made up of:
31.1. membership dues (determined by ESA board);
31.2. revenue from economic activity;
31.3. donations from legal and natural persons;
31.4. revenue from operation of companies formed at ESA;
31.5. other receipts.
32. ESA’s income and equipment and supplies purchased using the income are in the common ownership of ESA members.
32.1. ESA members have no rights to ESA assets, ESA has no right to its members’ assets.
32.2. ESA bears no liability for the patrimonial obligations of its members, and the members do not bear liability for the patrimonial obligations of ESA.
33. ESA’s financial year begins on January 1 and ends on December 31.
34. ESA asserts are used for:
34.1. organizing the work of ESA;
34.2. paying for contractual work;
34.3. remunerating persons in employment relations with ESA for their work;
34.4. acquiring equipment and other assets;
34.5. forming funds for special purposes.
35. ESA accounting shall be conducted in conformity to the legislation in force in the Republic of Estonia.
MAKING AMENDMNETS TO THE ARICLES OF ASSOCIATION OF ESA
36. Proposals for amending these Articles of Association must be made to the general meeting through the board. The board is obliged to notify all ESA members of any planned changes to the Articles of Association in writing at least two weeks before the general meeting takes place. An amendment to the Articles of Association requires more than 2/3 (two-thirds) of the members taking part in the general meeting or their representatives to be in favour of the amendment.
IX DISSOLUTION OF ESA
37. Dissolution of ESA shall be decided by the general meeting. A resolution on dissolution shall be considered adopted if at least ¾ (three-fourths) of ESA members vote in favour of the resolution: Dissolution shall take place on the grounds and according to procedure set forth in Estonian legislation.
- Upon dissolution of ESA, the general meeting shall form a liquidation committee which shall handle the division of assets on the basis of a general meeting resolution.
The Articles of Association were adopted at the foundation meeting of the Estonian Sommelier Association on 11 October 2000.
The Articles of Association were amended at the annual meeting of the Estonian Sommelier Association on 26 March 2006 and 6 February 2011 and updated on 10 May 2018.