HELSINKI-TALLINN EUREGIO

STATUTES

1. General provisions

1.1 The name of the non-profit association is Mittetulundusühing Helsinki-Tallinn Euregio (hereinafter the Association).

1.2 The location of the Association is Tallinn, Republic of Estonia.

2. Objectives of the Association

2.1 The Association has been founded to achieve the objectives set out in the Helsinki-Tallinn Euregio co-operation agreement concluded on June 22, 1999.

2.2 The objective of the Association is to contribute to the cross-border regional co-operation between Estonia and Finland and to promote the co-operational region of the Association.

3. Activities

In order to achieve its objectives, the Association shall support, plan and implement regional development programmes, in regard to which the members of the Association have common interest.

4. Members

4.1 The members of the Association are the founding members who have signed the memorandum of association and other members. The other members may be reputable legal entities of the Republic of Estonia and the Republic of Finland.

4.2 The General Meeting of the Association decides on membership in the Association. The person who wishes to become a member shall present a written membership application to the Management Board of the Association, who shall inform the applicant of the decision also in writing.

4.3 The General Meeting of the Association may reject a membership application without the obligation to give reasons for its decision.

4.4 The person who wishes to become a member shall be a member of the Association as of the time of payment of the membership fee established by the General Meeting of the Association.

4.5 A member of the Association is obliged to comply with the statutes of the Association and the resolutions of its bodies and pay the membership fee established by the General Meeting of the Association. Different membership fees may be established for members.

5. Departure and exclusion of a member from the Association

5.1 A member of the Association has the right to leave the Association by notifying the Management Board thereof in writing six (6) months in advance.

5.2 The General Meeting of the Association has the right to exclude a member from the Association, if:

5.2.1 the activities of the member are in direct conflict with the requirements of the statutes of the Association;

5.2.2 the member has otherwise damaged the activities or the reputation of the Association;

5.2.3 irrespective of a respective warning, the member continues to act in conflict with the objectives of the Association or fails to perform the obligations of a member.

5.3 The membership fee shall not be refunded to a member who has left the Association or has been excluded therefrom.

6. General Meeting and annual General Meeting of the Association

6.1  The highest body of the Association is the General Meeting of its members.

6.2 The annual General Meeting of the Association, which must be held before the end of April each year, shall discuss the following matters:

6.2.1 approval of the activity report and annual accounts of the Association;

6.2.2 deciding on giving of approval to the activities of the Management Board;

6.2.3 approval of the activity plan and the budget of the current year of activity and determining the amount of membership fees;

6.2.4 appointing and removal of members of the Management Board and their substitute members, the controller and the internal auditor;

6.2.5 other matters set out in the notice of the General Meeting.

6.3 The General Meeting of the Association is also competent to:

6.3.1 change the objectives and amend the statutes of the Association;

6.3.2 manage the strategic activities of the Association;

6.3.3 accept new members and exclude members;

6.3.4 decide on the dissolution, merger or division of the Association;

6.3.5 direct and supervise the activities of the Management Board;

6.3.6 decide on the foundation of structural departments and working groups to be established by the Association, organise and terminate the activities thereof;

6.3.7 decide on other matters, which are placed in the competence of the General Meeting by law.

7. Notice of the General Meeting and extraordinary General Meeting

7.1  The Management Board calls the General Meeting of the Association. Notice of the General Meeting of the Association shall be given to the members of the Association in writing at least four (4) weeks in advance. The agenda of the General Meeting shall be annexed to the notice.

7.2  An extraordinary General Meeting of the Association shall be called if it is so decided by the General Meeting or if the Management Board considers it necessary or if at least one-tenth of the members of the Association demand so.

If the General Meeting of the Association does not have a quorum, a new General Meeting of the Association shall be called not earlier than one (1) week but not later than three (3) weeks after the initial General Meeting. The new General Meeting shall have a quorum if all the founding members of the Association are represented.

8. Quorum and adoption of resolutions

8.1 A General Meeting of the Association has a quorum if all the founding members of the Association are represented.

8.2 The General Meeting of the Association is opened by the chairman of the Management Board. After that the chairman of the General Meeting and the secretary, as well as two persons approving the minutes, shall be elected. After that the agenda and the rules of procedure of the General Meeting shall be approved.

8.3  Each member of the Association shall have one vote at the General Meeting of the Association. A resolution of the General Meeting is adopted if four-fifth of the members of the Association who participate in the meeting or their representatives vote in favour of the resolution. A resolution for changing the objectives or amending the statutes of the Association and for the dissolution of the Association must be unanimous.

8.4 General Meetings of the Association shall be recorded in the minutes. The minutes shall be signed by the chairman of the General Meeting, the secretary and the two persons approving the minutes. The list of participants of the General Meeting shall be an annex to the minutes.

9. Management Board

9.1  The Association is managed and represented by the Management Board, which shall consist of at least five (5) but not more than nine (9) members elected at the annual General Meeting for the term of one year. A personal substitute member shall be elected to each Management Board member. At least one-half of the members of the Management Board must be persons whose residence is in Estonia.

9.2 The members of the Management Board shall elect from among themselves a chairman and, if necessary, a deputy chairman.

9.3 The members of the Management Board shall be responsible for the performance of their obligations to the General Meeting of the Association.

9.4 Necessary expenses incurred for the performance of the tasks of the Association shall be compensated to the members of the Management Board pursuant to the approved annual budget.

9.5 Meetings of the Management Board shall be held at least three (3) times a year. In addition to that a meeting of the Management Board may be called by the chairman of the Management Board, should he/she consider it necessary or if it is demanded by the controller of the Association or by one-third of the members of the Management Board. Meetings of the Management Board shall be recorded in the minutes.

9.6 Notice of the meeting of the Management Board shall be given to the members of the Management Board at least seven (7) days in advance.

9.7 The Management Board has a quorum if at least four-fifths of the members of the Management Board are present.

9.8 A resolution of the Management Board is adopted if at least four-fifths of the Management Board members who participate in the meeting vote in favour of the resolution, provided that all members of the Management Board are present. If only four-fifths of the members of the Management Board participate in the meeting, resolutions must be adopted unanimously. A resolution of the Management Board may be adopted without calling a meeting if all members of the Management Board vote in favour of the resolution in writing.

9.9 A member of the Management Board may be recalled by the General Meeting at any time irrespective of the reason, whereas the rights and obligations arising from agreements concluded with him/her shall expire pursuant to the agreement.

10. Tasks and activities of the Management Board

10.1 The Management Board is competent to and its tasks include:

10.1.1 manage the activities of the Association;

10.1.2 prepare the activity report, the annual accounts and the budget and submit the same to the General Meeting of the Association;

10.1.3 implement the resolutions of the General Meeting of the Association;

10.1.4 organise the accounting of the Association;

10.1.5 elect the Manager of the Association;

10.1.6 elect the Secretariat of the Association;

10.1.7 call the General Meeting of the Association;

10.1.8 dispose of the assets of the Association on the grounds of the resolutions of the General Meeting;

10.1.9 keep the accounting of the members of the Association;

10.1.10  decide on other matters not placed in the competence of the General Meeting of the Association.

10.2 The Management Board may establish permanent or ad hoc committees or working groups for the performance of its task and determine the rules of procedure and management of the same.

11. Manager

11.1 The Management Board may appoint the Manager of the Association, who shall organise the daily activities and business of the Association, prepare and submit to the Management Board matters to be discussed, make proposals to the Management Board in regard to the development of the Association and perform tasks provided in the work instruction approved by the Management Board.

11.2 The Manager shall be responsible for the performance of his/her obligations to the Management Board.

12. Secretariat

12.1 The Secretariat is the advisory working group to the Manager. The Secretariat consists of the representatives of the members of the Association and is a body assisting the Manager upon the performance of the tasks placed in his/her competence.

12.2 The number of the members of the Secretariat shall be equal to the number of the members of the Association and in addition to that, there shall be a head of the Secretariat. Each member of the Association shall have a representative in the Secretariat. The Manager of the Association shall act as the head of the Secretariat. The Secretariat shall convene if called by the Manager.

13. Representation

The Association may be represented by the chairman of the Management Board and one member of the Management Board jointly.

14. Financial year and controllers

14.1 The financial year of the Association is a calendar year. The annual accounts must be submitted to the controller by the end of February the latest, who shall present the controller’s report to the Management Board by March 15 the latest.

14.2 The Association shall have one (1) controller. If a natural person is elected as the controller, the Association shall also have one (1) deputy controller.

14.3 The term of authority of the controller is one (1) financial year or until the General Meeting of the Association elects a new controller.

14.4 The General Meeting of the Association may elect an internal auditor for carrying out internal audit of the activities of the other bodies of the Association. The term of authority of the internal auditor is one (1) year or until the General Meeting of the Association elects a new internal auditor.

14.5 The internal auditor and the controller may not be members of the Management Board or act as the accountant of the Association.

14.6 The internal auditor and the controller exercise supervision over the legality of the activities of the Association, check the financial-economic activities of the Association and prepare a control report of the financial year in regard to the same.

14.7 In order to exercise supervision, the internal auditor and the controller have the right to receive from the Manager and the Management Board all documents regarding the activities of the Association. The internal auditor and the controller are obliged to keep business secrets.

15. Membership fees and assets

15.1 The Association has the right to collect membership fees for financing its activities. In addition to the annual membership fee, the Association receives funds for its activities from:

15.1.1 donations and contributions for specific purposes from the members;

15.1.2 revenue of events organised by the Association;

15.1.3 revenue received from the Association’s publishing and distribution activities;

15.1.4 benefits and support granted to the Association and other revenue.

15.2 The Association may own immovable and movable property that is necessary for the performance of its tasks.

16. Dissolution, merger or division of the Association

16.1 Dissolution, merger or division of the Association shall take place pursuant to the procedure provided by law.

16.2 If it is decided to dissolve the Association, the transfer of its assets to another non-profit association with similar objectives shall be decided at the last General Meeting.

The statutes of Mittetulundusühing Helsinki-Tallinn Euregio have been approved with the memorandum of association concluded on November 7, 2003.

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Maret Maripuu                                                Pekka Korpinen

Representative of the City of Tallinn                 Representative of the City of    Helsinki

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Orm Valtson                                                   Aimo Lempinen

Representative of the Republic of Estonia         Representative of Uudenmaan Liitto

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Andre Sepp

Representative of the Union of Harju County Municipalities