Constitution of ELFA

1. GENERAL PROVISIONS
   1. The Estonian Logistics and Freight Forwarding Association (hereinafter abbreviated as ELFA) is a volunteer association of legal entities whose purpose is to protect the common professional interests of its members, contribute to the development of legislation related to forwarding and distribution of logistics and forwarding information.
   2. The name of the association is Eesti Logistika ja Ekspedeerimise Assotsiatsioon (abbreviation ELEA) in Estonian and Estonian Logistics & Freight Forwarding Association (abbreviation ELFA) in English.
   3. ELFA is located in Tallinn, Republic of Estonia.
   4. ELFA was founded on 6 December 1994 in Tallinn.
   5. To achieve the goals of its activities, ELFA fulfils the following tasks:
      1. organizes meetings and prepares presentations;
      2. cooperates in its fields of activity with national institutions, ELFA members and other organizations operating in the field;
      3. cooperates with other sectoral organizations of other countries and implements the resulting recommendations;
      4. represents Estonia in FIATA and other international organizations in the field of activity.
   6. ELFA is a legal person governed by private law, non-profit association.
2. ELFA MEMBERS
   1. ELFA has members and associate members.
   2. ELFA member status can be applied for by the company operating in the field of forwarding or logistics, who has liability insurance in the area of ​​activity related to the field, who is guided by ELFA’s general terms and/or the principles of good practice, and who recognizes ELFA’s articles of association.
   3. ELFA associate member status may be applied for by a legal person who does not directly deal with forwarding or logistics, but whose activities are related to these fields and who recognizes ELFA’s articles of association.
3. ADMISSION AND EXCLUSION OF MEMBERS
   1. To become a member of ELFA, a company submits an application to the management board in the prescribed form and other required documents. Admission to membership is decided within one month by the meeting of ELFA commissioners, which is called supervisory board of ELFA. If the supervisory board refuses admission to membership, the applicant may demand that the following general meeting decides on its admission as a member.
   2. In the membership application the company should confirm that it complies with the decisions and instructions of international organizations and associations of the field of activity, of which Estonia is a member; provides forwarding or logistics-related services (including e-commerce distribution shipments); has liability insurance in the area of ​​activity related to forwarding or logistics.
   3. In the application for becoming an associate member the legal person should confirm that it complies with the decisions and instructions of international organizations and associations in the field of activity, of which Estonia is a member; is not directly involved in the provision of services related to forwarding or logistics, but its field of activity is related to such activities.
   4. The rights and obligations of ELFA members derive from the law, articles of association, decisions of the general meeting and supervisory board. All rights and obligations of the members arise after acceptance as a member by the decision of the supervisory board and full payment of the membership fee for the entire financial year. The management board keeps records of members and membership fees.
   5. An ELFA member has the following obligations:
      1. to recognize and comply with the articles of association of ELFA;
      2. to be guided in one’s activities by the decisions and guidelines of international organizations and associations of the field of activity of which Estonia is a member;
      3. to pay the membership fee once a quarter within the set amount;
      4. to protect ELFA’s interests and to maintain reputation and property;
      5. to ensure the existence of liability insurance in the area of ​​activity related to forwarding or logistics during the entire membership period.
   6. To withdraw from membership, the member submits an application to the management board. The supervisory board satisfies the member’s withdrawal request within one month with its decision, if the member has paid its debts to ELFA, including paid the membership fee for the entire financial year.
   7. A member may be excluded from membership by the decision of the supervisory board, if 2/3 of the members of the supervisory board participating in the meeting of the supervisory board vote in favour of it. A member may be excluded for non-compliance with the provisions of the articles of association or for significantly damaging ELFA, as well as for the following reasons:
      1. termination or bankruptcy of a member;
      2. failure to pay the membership fee for more than two quarters in a row;
      3. failure to comply with the articles of association and decisions of ELFA;
      4. damaging the interest, reputation or property of ELFA with one’s activities;
      5. damaging the interest and reputation of the field with one’s activities, including acting contrary to the principles of good practice.
   8. The management board notifies the member of the meeting of the supervisory board discussing the issue of its exclusion at least two weeks in advance. The member has the right to participate in this meeting of the supervisory board, present its explanations and require that its exclusion from membership be decided by the next general meeting. The general meeting decides to exclude a member, if 2/3 of the members participating in the general meeting vote in favour of it.
4. MANAGEMENT OF ELFA
   1. The highest body of ELFA is the general meeting of members, the tasks of the general meeting between general meetings are performed by the meeting of commissioners, which is called the supervisory board, ELFA is managed and represented by the management board.
5. GENERAL MEETING
   1. The general meetings are annual and extraordinary. The annual general meeting is held once a year no later than five months after the end of the financial year. An extraordinary general meeting is convened by the management board as necessary or at the request of internal control or at least 1/10 of ELFA members.
   2. The management board convenes the general meeting with a written notice indicating the agenda, time and place. The notice is issued to the members at least 14 calendar days in advance to the e-mail addresses notified by the members to the management board.
   3. The legal representative of the member or a person authorized by it in writing takes part in the general meeting. Each member has one vote at the general meeting. Associate members have the right to participate in the general meeting without the right to vote.
   4. The general assembly has a quorum, if at least 30% of the votes are represented. If the general meeting has no quorum, the management board will convene a new general meeting with the same agenda within 3 weeks, which will have a quorum, if at least 3 votes are present.
   5. The members have the right to adopt decisions without convening the general meeting in accordance with the procedure set forth in the law and following the requirements for convening the general meeting and quorum provided in the articles of association. The management board forwards the agenda together with the necessary materials to the members and gives them at least 14 calendar days to vote by e-mail or some digital form. The management board may also organize meetings through other electronic means, following the requirements established for convening the general meeting.
   6. The competence of the general meeting includes:
      1. amending the articles of association;
      2. election and recall of commissioners (members of the supervisory board);;
      3. confirmation of the annual report;
      4. election of internal control members and confirmation of the report;
      5. confirmation of the annual membership fee amount and payment procedure;
      6. deciding on the termination, merger and division of ELFA;
      7. deciding on other issues that are not assigned to the competence of other bodies by law or articles of association.
   7. The decisions of the general meeting are binding for the members to the extent that these concern their rights, obligations and membership. The decision of the general meeting is adopted, if more than half of the members who participated in the general meeting vote for it; the decision to change the articles of association is adopted, if more than 2/3 of the members who participated in the general meeting vote in favour of it; when electing a person, the candidate who received more votes than the others is elected.
6. SUPERVISORY BOARD
   1. The supervisory board is the meeting of commissioners elected by and among ELFA members at the general meeting, which performs the tasks of the general meeting to the extent set by the articles of association.
   2. The competence of the supervisory board includes:
      1. election of the chairman of the supervisory board;
      2. appointment and recall of the members and the chairman of the management board;
      3. determining the remuneration and other benefits of the management board members, deciding to make a transaction with the management board member; determining the terms of the transaction, deciding whether to hold a legal dispute and appointing an ELFA representative in this transaction or dispute:
      4. limitation of the management board’s right of representation;
      5. supervising the activities of the management board;
      6. confirmation of the annual budget and action plan prepared by the management board;
      7. confirmation of the structure and list of members, formation of working groups;
      8. approval of the acquisition, transfer and encumbrance of ELEA’s possible holding in other associations;
      9. admission to membership and exclusion from membership;
      10. establishment of ELFA scholarships and grants and their distribution;
      11. approving the disposal of assets in transactions that exceed the limits of the confirmed annual budget;
      12. appointing an auditor, granting authority to conclude the contracts for the organization of audits;
      13. approval of the annual report and the amount of membership fee before submission to the general meeting.
   3. The general meeting elects the supervisory board members from among the candidates submitted by ELFA members. The candidates for members of the supervisory board may be nominated from among the representatives of ELFA members. The number of supervisory board members is 5 to 9, the exact size is determined by the general meeting during the election of each composition of the supervisory board.
   4. The supervisory board confirms its rules of procedure and elects a chairman from among its members who organizes the work of the supervisory board.
   5. The supervisory board works in the form of a meeting. Meetings are convened as necessary by the chairman of the supervisory board by sending a notice to the members of the supervisory board by e-mail at least five working days in advance. Each member of the supervisory board, management board and 1/10 of the members of ELFA have the right to require the convening of the meeting of the supervisory board.
   6. The meeting of the supervisory board has a quorum, if more than half of the members of the supervisory board are present. Each supervisory board member has one vote. The decision of the supervisory board is adopted, if more than half of the members who participated in the meeting vote for it, when electing a person, the candidate who received more votes than the others is considered elected. In case of an equal division of votes, the vote of the chairman of the supervisory board is decisive. The supervisory board may adopt decisions without convening a meeting at the terms and pursuant to the procedure provided in the rules of procedure.
   7. The supervisory board member may resign before the end of his/her mandate by notifying the supervisory board in writing at least one month in advance. The general meeting may recall a member of the supervisory board before the end of his/her mandate due to non-fulfilment of the articles of association or significant damage to ELFA or due to violation of other obligations of an ELFA member. If the number of the supervisory board members decreases below the minimum limit stated in the articles of association, the management board calls a general meeting at which a new member of the supervisory board is elected for the remaining period of mandate of this supervisory board.
   8. The supervisory board reports on its activities to the general meeting.
7. MANAGEMENT BOARD
   1. ELFA is managed and represented by the management board of one to three members appointed by the supervisory board for two years.
   2. The competence of the management board includes;
      1. to manage and represent ELFA on a daily basis and ensure the execution of the decisions of the general meeting and supervisory board;
      2. collection of ELFA membership fees, keeping records of members and supervisory board members;
      3. the use and disposition of ELFA’s fixed and current assets and other assets based on the restrictions established by the articles of association and decisions of the supervisory board;
      4. representation of ELFA, taking into account the limitations set forth in the law and articles of association;
      5. employing ELFA employees on the basis of the staff list confirmed by the supervisory board and determining the remuneration based on the budget, organizing accounting that meets the requirements and preparing reports, submitting the required data to the registrar, general meeting and supervisory board on time;
      6. submission of statements, other documents and data to the registrar in the cases and according to the procedure prescribed by law;
      7. to adopt other decisions within their competence to achieve the goals of ELFA.
8. FINANCIAL YEAR AND SUPERVISION
   1. ELFA’s financial year starts on 1 January and ends on 31 December.
   2. The control body of ELFA is the internal control consisting of two members who are elected at the general meeting from among the representatives of ELFA members for two years. The member of the supervisory or management board may not be elected the member of the internal control. Internal control is accountable to the general meeting. After the end of each financial year internal control conducts an audit and prepares an internal control report, which it submits to the general meeting for confirmation. The general meeting can assign internal control to carry out audits on individual issues during the financial year as well. In order to fulfil its tasks, the internal control has the right to review the necessary documents and to request the necessary data from the supervisory board, management board or members of ELFA.
   3. ELFA’s assets are formed from membership fees and other financial receipts. ELFA uses its assets according to the annual budget. ELFA’s assets are not distributed among the members.
9. FINAL PROVISIONS
   1. The provisions stipulated by law will apply in all situations not provided for by the articles of association.
   2. The merger, division and termination of ELFA will be carried out in accordance with the procedure provided by law.
   3. ELFA’s activities will be terminated by the decision of the general meeting, on other grounds and procedures prescribed by law.
   4. The general meeting of ELFA members, which is convened by the liquidators, decides on the further use of the assets remaining after satisfying the claims of ELFA’s creditors. The general meeting can determine the persons entitled to divide the assets. If the relevant decision is not adopted, after satisfying the claims, the remaining assets are to be divided among the persons who were the members at the time of termination of ELFA in proportion to the membership fees paid by them in the year of termination.

The articles of association of the Estonian Freight Forwarders Association have been adopted at the foundation meeting of the association, which took place on 6 December 1994 in the hall of RAS Logistika Maja at Tartu mnt.13, Tallinn.

The articles of association were amended and adopted as a whole at the general meeting of the Estonian Freight Forwarders Association:

• on 6 March 1997 in auditorium 202 at Sütiste tee 21, Tallinn;
• on 12 March 1998 in auditorium 217 at Sütiste tee 21, Tallinn;
• on 15 March 2001 in Apella B room of Hotel Central at Narva mnt 7, Tallinn;
• on 27 March 2008 in Aegna seminar room of Hotel Pirita TOP SPA at Regati pst 1, Tallinn;
• on 3 April 2013 in Ülemiste Hotel Conference Centre at Lennujaama tee 2, Tallinn;
• on 20 June – 6 July 2016 without convening the meeting;
• on 14 March 2018 in Ülemiste Hotel Conference Centre at Lennujaama tee 2, Tallinn;
• on 20 October 2020, the decision of the general meeting without convening the general meeting.