1. General Stipulations

1.1.  The name of the non-profit association is the Estonian Pharmacists` Association (hereinafter “the Association”).

1.2 The Estonian Pharmacists’ Association is a non-profit association of pharmacies, which protects professional, social and economic rights, and interests of pharmacies and pharmacy employees.

1.3. The Association is a legal person in private law, which shall be guided in its activities by the legislation of the Republic of Estonia and the present Articles of Association.

1.4. The location of the Association is Tallinn.

1.5. The Association shall administrate, use and dispose of its assets in order to achieve its statutory objectives and ensure its activity.

1.6. The Association may have in its possession any and all assets, including buildings, transport facilities, inventories, securities, etc., which are necessary for achieving its statutory objectives and the possession of which is not forbidden by law.

1.7 The Association may acquire assets:
1.7.1 by transactions;
1.7.2 from entrance fees;
1.7.3 from membership fees;
1.7.4 from property donations and provisions;
1.7.5 from sale of printed matter and other aids necessary for pharmacy operation;
1.7.6 from other income, which is necessary for pursuing its statutory activities.

1.8. The Associations` liability for its pecuniary obligations shall be limited by the property of the Association.
 

2. Objective and Function of the Association

2.1 The objective of the activity of the Association is promotion of pharmaceutical activities in the Republic of Estonia in order to co-ordinate the activities of pharmacies and pharmacists and stand for their rights.

2.2. The Association has the right and obligation to protect the interests of its members in accordance with these Articles of Association and the current legislation.

2.3 The duties of the Association are:
2.3.1 Expediting co-operation between pharmacies and pharmacists;
2.3.2 Making suggestions for furthering and, if possible, for supporting pharmaceutical education;
2.3.3 Co-ordination of the activities of pharmacies;
2.3.4 Participation in preparation of legislation concerning health care as well as in the work of commissions of experts and other special commissions;
2.3.5 Raising the standard of professional knowledge and skills of colleagues;
2.3.6 Representing pharmacists in negotiations with third parties;
2.3.7 Developing pharmacy ethics;
2.3.8 Establishing international contacts with the view to promotion of the activities of the Association, raising the professional standard of members and creating opportunities for advanced learning;
2.3.9 Rendering organizational assistance, providing economic and legal information within the limits of competence;
2.3.10 Publishing of information and auxiliary material and printed matter necessary for professional activities;
2.3.11 Publishing of a professional magazine of pharmacists;
2.3.12 Participation in the work of international organizations.
 

3. Enrolment and Exclusion of Members

3.1 A proprietor engaged in pharmacy activity represented by a person responsible for the special work of a pharmacy and indicated in the operating license – a pharmacist – may be a member of the Association.

3.2 The Association may have associate members.

3.3. A person enrolling in the Association as a member or a sustaining member shall submit a written application to the Management Board of the Association.

3.4. The Management Board shall decide enrolment and exclusion from membership or sustaining membership of the Association within one month of receipt of the application.

3.5. Members and sustaining members of the Association shall have the right to leave the Association on the basis of an application without giving reasons for the decision.

3.6. A member or a sustaining member may be excluded from the Association by a resolution of the Management Board due to failure to adhere to the Articles of Association or for significantly damaging the Association.

3.7 A member of the Association who gives up or ceases pharmacy activities shall be excluded from the Association by resolution of the Management Board.

3.8. A member of the Association, whose membership fee has not been paid during one calendar year without a reasonable excuse, shall be excluded from the Association.
 

4. Rights and Responsibilities of a Member and a Sustaining Member
 
4.1 A member and an associate member of the association shall have the right to:
4.1.1. participate in the meetings of the Association;
4.1.2. participate in the committees and task groups of the Association;
4.1.3. participate in developing and implementation of the projects and programmes of the Association, receive publications of the Association;
4.1.4. receive information regarding the activities of the Associations;
4.1.5 Resign membership of the Association without disclosing their reasons for the decision;
4.1.6 Elect and be elected to the managing bodies of the Association through a representative.

4.2 A member is obliged to:
4.2.1. Fulfill the obligations under the present Articles of Association;
4.2.2. Fulfill in the established order the obligations assumed in his/her relationship with the Association;
4.2.3. Pay membership fees;
4.2.4 carry out decisions of the management bodies of the Association.

5. Bodies of the Association

5.1.  Bodies of the Association are the General Meeting, the Council of Proxies, the Management Board and the Audit Committee.
 

6. The General Meeting

6.1.  The highest body of the Association is the General Meeting of its members. All the members of the Association may participate in the General Meeting, unless otherwise provided by law.

6.2.  The General Meeting is competent to:
6.2.1.  amend the Articles of Association and approve the new text of the Articles of Association;
6.2.2.  change the objectives of the Association;
6.2.3.  elect and remove members of the Council of Proxies;
6.2.4.  elect the Audit Committee;
6.2.5. decide on entry into transactions with the Association, a member of the Management Board or some other body, or on assertion of claims against the same, and appoint a representative of the Association in such transactions or claims;
6.2.6.  decide other matters, which are not placed in the competence of other bodies by law or the Articles of Association.

6.3. the Management Board of the Association shall call The General Meeting.

6.4. The Management Board shall call a General Meeting if at least one-tenth of the members of the Association so demand in writing indicating the reason, as well as in the cases and pursuant to the procedure prescribed by law or the Articles of Association.

6.5. Notice of the General Meeting shall be given at least seven days in advance.

6.6. The General Meeting may adopt resolutions, if more than one-half of the members participate or are represented. If the votes of the Association members required for the General Meeting to take place are not represented at the meeting, the Management Board shall call a new meeting with the same agenda within three weeks. The new General Meeting shall be competent to adopt resolutions, if at least 15 members of the Association participate in or are represented at the meeting.

6.7. The General Meeting is competent to adopt resolutions only on matters, of which prior notice was given in the agenda of the meeting. Resolutions on matters, of which notice was not given in the agenda, may be adopted if all the members of the Association participate in or are represented at the General Meeting.

6.8 At a general meeting, a member of the Association shall be represented by a person responsible for the special work of a particular pharmacy and indicated in the operating license. A missing member may only be represented by a representative of another member of the Estonian Pharmacists’ Association corresponding to the requirements of these Articles of Association.

6.9. A resolution of the General Meeting is adopted if over one-half of the Association members who participate in the meeting vote in favor of the resolution unless the law or the present Articles of Association prescribe a greater majority requirement.

6.10. A resolution of the General Meeting shall be deemed to adopt without calling the General Meeting, if all the Association members vote in favor of the resolution in writing.

6.1. Each member of the Association has one vote. A member shall not vote if entry into a transaction with the member or with a person with an equivalent economic interest or commencement of a court action against the member is being decided by the Association.
 

7.Council of Proxies

7.1. The term “Council of Proxies” used in the present Articles of Association corresponds to the term “meeting of proxies” prescribed by law. The term “member of the Council of Proxies” corresponds to the term “proxy” prescribed by law.

7.2. The 15- to 20-member Council of Proxies shall be elected for three years on the principle of regionality.

7.3. The Council of Proxies shall be convened by the Management Board or one-third of the proxies.

7.4. By simple majority, the Council of Proxies shall elect for three years a chairperson (named Chairwoman of Chairman of the Council of proxies respectively), who shall organize the work of the Council..

7.5. The Council of Proxies shall have the right to adopt resolutions, if at least two-thirds of the members of the Council of Proxies participate in the meeting. Each member of the Council of Proxies shall have one vote when resolutions of the Council are adopted. A resolution of the Council shall be deemed to be adopted if more than one-half of the members of the Council vote in favour. A more detailed working order of the Council of Proxies may be prescribed in the standing orders of the Council.

7.6 During the period between general meetings, the council shall act on behalf of the Association and may decide upon issues within the competence of the general meeting (except for amendment of the Articles of Association, changing the objective of the Association and deciding upon merger, division or dissolution of the Association).
Among other things, the Council of Proxies is competent to:
7.6.1. determine the guidelines of the activities of the Association, which correspond to the objectives and functions of the Association, and form the required committees and task groups;
7.6.2. elect and remove members of the management Board of the Association;
7.6.3. determine the status of the sustaining member of the Association;
7.6.4. approve the amount and procedure of payment of entrance and membership fees of the Association;
7.6.5. decide on establishing relations and concluding agreements with international organizations.
 

8. Management Board

8.1. The Association shall have a 5- to 7-member Management Board, which manages and represents the Association; a member of the Management Board shall be a natural person with active legal capacity. The Management Board shall organize the everyday work of the Association.

8.2. Members of the Management Board shall elect from among themselves a Chairman or, respectively, a Chairwoman, who shall organize the work of the Management Board. If the Chairwoman or Chairman of the Management Board is the same person as the Chairman of Chairwoman of the Council of Proxies, he/she may be respectively called Chairman/Chairwoman of the Association.

8.3. The Chairman/Chairwoman of the Management Board shall represent the Association in all its legal acts individually; the other members of the Management Board shall represent the Association only jointly with him/her. The individual right of representation shall be entered on the registry card by name. A person or persons who do not have the individual right of representation may represent the Association by written proxy of the management Board.

8.4. The Management Board may transfer or encumber immovables or movables of the Association entered in the register only by a resolution of the General Meeting and under the conditions prescribed by the resolution.

8.5. A member of the Management Board may be removed by vase of significant nonperformance of his/her duties of incapacity to direct the Association.

8.6. The Management Board may adopt resolutions if at least two-thirds of the members of the Management Board participate in the meeting. Each member of the Management Board shall have one vote when adopting resolutions of the Management Board. A resolution of the Management Board is deemed to be adopted if over one-half of the votes of the members of the Management Board are in favour. A member of the Management Board shall not vote if entry into a transaction with the member or with a person with an equivalent economic interest, or commencement or termination of a court action against the member by the Association is being decided. A more detailed working order if the Management Board may be prescribed in the resolutions of the Management Board.

8.7. The members of the Management Board are solidarily liable for damage wrongfully caused to the Association by violation of the requirements of law or the Articles of Association, or by failure to perform their duties in the manner required.

8.8 The Management Board shall organize the accounting of the Association pursuant to the Accounting Act.
 

9. Audit Committee

9.1. The supervisory body of the Association is the three-member Audit Committee.

9.2. A member of the Management Board, director or accountant of the Association or his/her spouse, son, daughter, sister, brother or parent may not be a member of the Audit Committee.

9.3.The Audit Committee is elected at a General Meeting for a three-year term.

9.4. The Audit Committee shall carry out an audit of the activities of the Association, draw up a report and submit it to the approval of the General Meeting.
 

10. Dissolution of the Association and Distribution of Assets

10.1. The activities of the Association shall be terminated:
10.1.1. by a resolution of the General Meeting;
10.1.2. upon commencement of bankruptcy proceedings against the Association;
10.1.3. on another basis prescribed by law.

10.2. The liquidators of the Association are the members of the Management Board.

10.3. After satisfaction of all the claims of creditors and the deposit of money, the remaining assets shall be distributed among the entitled persons.
10.3.1. The entitled persons shall be determined by a resolution of the General Meeting.
 

11. Validity of the Articles of Association

11.1. If a provision of the Articles of Association is contrary to a provision of law, the provision of law shall apply. In the case, the validity and authority of the other clauses of the Articles of Association shall be unchanged.
 

The present Articles of Association are the new version of the Articles of Association of the Estonian Pharmacists` Association which were approved at the General Meeting of the members of the Association on 21 February 2002.

      signature
Member of the Management Board   ……………………………………….
      Aime Tolga