Charter

CHARTER

Here you'll find EERICA's Articles of Association. The master copy is in Estonian but this is an accurate and up-to-date English translation for your reference.

1. GENERAL
1.1 The name of the non-profit association is EERICA (hereinafter referred to as the association) and the registered office of the association is Pärnu mnt 388b-1 Tallinn Harjumaa 11612.
1.2 The objectives of the association are
1.2.1 to pursue better recognition of e-Residents of Estonia,
1.2.2 to form a political representation of e-Residents of Estonia and
1.2.3 to provide a platform for networking and self-organization for e-Residents of Estonia.

2. MEMBERSHIP AND EXCLUSION FROM THE ASSOCIATION
2.1 Every person may become a member of the association, regardless of their ethnicity, nationality, sexual orientation, political or religious beliefs, who meet the requirements of the membership of the association, agree with the objectives of the association, and agree to comply with the articles of the association and the decisions of the general meeting and the management board (hereinafter referred to as the board).
2.2 The membership year is the calendar year. There is no admission fee to become a member. Members are required to pay an annual fee.
2.3 To become a member of the association, a person submits a signed application to the board.
2.4 The board shall decide on approval or refusal of membership on the basis of the majority of the decision two months after receiving the application for membership. The person who submitted the application is notified about the decision.
2.5 Membership is considered valid from the moment:
2.5.1 the board has approved the membership and
2.5.2 the applicant has paid a valid membership fee of the annual year or
2.5.3 automatically within 2 months from the date of submission of the membership application to the board if the board has not decided to accept or refuse membership.
2.6 Membership ends automatically:
2.6.1 in case of death of a natural person;
2.6.2 the membership fee has not been paid for one year after the payment is due.
2.7 A member whose behavior is contrary to the purpose of the association or to the articles of association or harmful to the reputation of the association may be excluded from the association by a resolution of 2/3 of the members of the board. The person shall be informed of the foregoing and shall be given the opportunity to be heard.
2.8 All members of the association may withdraw from the association on the basis of an application, giving 2 weeks notice before the end of the calendar month. If a membership is terminated before the end of a year there will be no refund of paid membership fees.

Charter

Every person may become a member of the association, regardless of their ethnicity, nationality, sexual orientation, political or religious beliefs

3. MEMBERS, THEIR RIGHTS AND OBLIGATIONS
3.1 The members of the association are founding members and full members. The association may have supporters who pay a fee and may contribute by giving guidelines and making proposals, but who do not have the rights of the member of the association, including the right to vote at the body of association and the general meeting, nor the right to belong to the board. Any person, including legal entities and natural persons, may be a supporting member of the association.
3.2 The founding member of the association is the person who founded the association and is equal to the general member of the association.
3.3 A general member can be a natural person with a valid Estonian e-residency. If the general member becomes a resident of Estonia then the membership automatically changes into a supporting membership after 6 months or sooner on application.
3.4 Any person, including legal persons registered in Estonia and natural persons residing in Estonia, may become supporting member of the association.

4. GENERAL MEETING
4.1 The highest body of the association is the general meeting. Each member of the association has one vote at the general meeting.
4.2 The general meeting is competent to:
4.2.1 amend the articles of association;
4.2.2 appoint and remove members of the management board and determine the size of the membership fee
4.2.3 elect and remove proxies;
4.2.4 decide on conclusion and terms and conditions of transactions with the members of the management board or another body prescribed by the articles of association, decide on the conduct of legal disputes with the members of the management board or another body, and appointment of the representative of the non-profit association in such transactions and disputes;
4.2.5 approval of annual reports;
4.2.6 decide on dissolution, merger or division of the non-profit association
4.2.7 elect members to other bodies prescribed by the articles of association unless the articles of association prescribe otherwise;
4.3 The general meeting shall be held at least once a year as a physical meeting with the possibility to take part digitally via Internet or other technically secure way.
4.4 Draft resolutions in respect to the items on the agenda of the meeting may be voted using electronic means, organized by the board.
4.5 The board shall inform the members at least 30 calendar days prior to the day of the meeting and shall send the agenda of the meeting at least 10 calendar days before the date of the meeting in a format which can be reproduced in writing.
4.6 The general meeting is competent to adopt resolutions when 25% of the total number of general members is taking part of the meeting, whether physically or via digital means.
4.7 The decision of the general meeting shall be adopted if more than half of the members attending the meeting vote in favor.

Charter

A general member can be a natural person with a valid Estonian e-residency.

5. MANAGEMENT BOARD
5.1 The daily activities of the association are managed and represented by the board
5.2 The management board is competent to:
5.2.1 prepare general meetings and implement the decisions of general meeting;
5.2.2 decide on the admission and exclusion of members, decide the regulation of obligations of members and membership fees;
5.2.3 open accounts at banks, entering into contracts, recruiting and dismissing employees and issuing credentials;
5.2.4 other tasks that are not specified in the articles of association as the competence of the general meeting or the general body.
5.3 5. The board consists of 5-10 members. The board has the following positions:
5.3.1 1 President;
5.3.2 1 Vice-President for Political Relations;
5.3.3 1 Vice President for Financial issues (Treasurer);
5.3.4 1 Vice-President for Press and Public Relations;
5.3.5 1 Vice President for Internal Communications;
5.3.6 up to 5 members of the board in general functions (tasks appointed in the board internally).
5.4 The general meeting elects the board for two years. The first board is elected for one year.
5.5 The general Meeting elects the President and the Vice-Presidents mentioned in clauses 5.3.2-5.3.5 of the Statutes when electing the Board. The President, the Vice-President or any other member of the Board shall be elected if more than half of the members of the association participating in the general meeting vote in favor.
5.6 Every natural person who is a member of the association may be elected to the board. At least 75% of the board members must be general members. All board members have the same voting rights. If the votes are divided equally on the decision, the vote of the President is decisive.
5.7 The board shall inform the members of the board about time and place of the meeting and the agenda with 14 days notice before the date of the meeting in a format which can be reproduced in writing.
5.8 It is also possible to attend the board meeting digitally via the Internet or other technically secure way, and draft resolutions on items on the agenda can be voted by electronic means.
5.9 The board is quorate if at least half of its members participate physically or digitally.
5.10 The board may adopt resolutions without convening a meeting or with notice period of less than 14 days all the members of the board vote for it in a manner that allows for written reproduction.
5.11 Every member of the board may represent the association.
5.12 The board may, by its decision, establish working groups to work on special interests and topics. The working group include members of the association interested in sharing ideas, best practices and positions in the field. Working groups may not represent the association publicly or publish positions on behalf of the association which are not approved by the board or general meeting.

6. BODY OF ASSOCIATION
6.1 The body of association is an agency of the association that carries out activities necessary for the fulfillment of the purpose of the association and the adoption of the necessary decisions, which are not tasks of the board or the general meeting by law or by articles of association.
6.2 The body of association automatically includes all members of the association.
6.3 The body of association adopts decisions by a majority vote, where each member has one vote.
6.4 The body of association can take decisions when:
6.4.1 the board proposes this or
6.4.2 at least 10 members of the association propose this.
6.5. The body of association adopts its decisions mainly by electronic voting. The proposing body or persons shall submit to the body of association, not later than 7 days prior to the voting deadline, a draft of resolutions on items under discussion.
6.6. The body of association has a quorum if at least 50% of its members participate in the decision making.

7. DISSOLUTION OF THE ASSOCIATION
7.1. The merger, division and liquidation of the association shall take place pursuant to the procedure provided by law.
7.2. Upon dissolution of the association after satisfaction of the claims of the creditors the remaining assets will be given to the entitled persons appointed by decision of the general meeting.