The Articles of Association of the Estonian Gaming Operator Association

GENERAL PROVISIONS 

1.     The Estonian Gaming Operator Association (henceforth Association) is a voluntary and social non-profit employer organisation consisting of physical and legal persons and acting on the principles of democracy. 

2.     The activity of the Association is based on the initiative of its founders and members and their joint actions in electing the Association’s management board and the regular reporting of the elected managers to the Association’s members. After its association, the activities of the Association will be promoted by its members and sponsors.  

3.     The Association cooperates with state, local government, science and culture authorities, non-profit organisations and movements, creative unions, as well as other authorities, companies and organisations and private persons from the Republic of Estonia and abroad interested in the activities of the Association. 

4.     The Association is a legal person governed by private law, with a seal with its name and the necessary bank accounts.  

5.     The Association has insignia.  

6.     The official name of the Association is the Estonian Gaming Operator Association.  

7.     The location of the Association is Tallinn, Estonia.  

II THE AIMS AND GUIDANCE DOCUMENTS OF THE ASSOCIATION 

8.     The aim of the Association is to exercise the joint interests of its members and coordinate activities in the gaming operation field.  

The Association’s primary areas of activity are:

  • Supporting and defending the principles of healthy competition;
  • Representing and defending the interests of the members of the Association in front of state and government bodies and in relations with other legal and private persons;
  • Representing the Association and its members in courts and arbitral tribunals;
  • Participating in law-making and the process of developing new legislation that affects the Association and its members (incl. publishing its opinion on the aforementioned matters);
  • Representing the members of the Association in relations with other organisations and associations both in the Republic Estonia and abroad;
  • Generalising and distributing service related and economic experience;
  • Carrying out market research and customer surveys and developing according recommendations;
  • Organising in-service training;
  • Distributing information on gaming related activities, incl. publishing and distributing advertising materials and other publications;
  • Exercising the policies necessary for improving the reputation of gaming and its operators (PR programmes);
  • Conducting PR programmes related to gaming and accepting gaming as a common commercial activity.

9.  The Association cooperates with the Republic of Estonia and similar associations in other countries.  

10. The Association may issue and publish printed messages reflecting its activities, as well as publish advertising booklets and other similar literature.  

11. The Association may organise any events that are not contrary to its articles of association and the legislation valid in the Republic of Estonia.  

12. The Association will pursue economic activities to the degree necessary for achieving the aims stipulated in its articles of association and realising material (financial) programmes.

The Association’s economic activity cannot become a separate aim and a source of enrichment. All received amounts must be directed at developing the activities specified in the articles of association. The Association does not intend to make a profit with its economic activities and the acquired profit will not be divided between the Association’s members.

13. The Association may acquire proprietary and moral rights in its name and discharge obligations, act as a plaintiff or defendant in court or at an arbitral tribunal; it owns personal property, has an independent balance, bank accounts and a seal with its name. The Association is responsible for its obligations with all of its assets. 

14. The Association may own any kind of property necessary for achieving the aims of the Association specified in the articles of association and the ownership of which is not contrary to the law. The Association holds, uses and disposes of all of its assets independently; it has the right to purchase and sell, encumber with a limited real right, lease, hire, grant, exchange and write off fully depreciated or outmoded fixed assets.  

III MEMBERS OF THE ASSOCIATION 

15.  Companies registered in the Republic of Estonia that hold a valid activity licence for   organising gambling may join the Association, i.e.:

  • Companies that organise gambling and similar activities (totalizators, bets, games of chance);
  • Upon the management board’s decision, other legal persons that accept the Association’s articles of association;
  • Organisers of recreational games;
  • Companies with a permit to organise lotto; 
  • Educational institutions preparing the staff necessary for gambling and the aforementioned activities.

16.  Acceptance into the Association will be decided by the management board of the Association upon the recommendation of two members. The membership of the new member will become valid once the joining fee has been paid. It is not necessary to pay the joining fee if a member of the Association is reorganised and provided that the membership remains valid due to the consistency of the articles of association; the membership fees paid by the reorganised member will be transferred to the member joining in their stead. Provided the reorganised member had arrears on membership fees, the membership of the member joining in their stead pursuant to the consistency of the articles of association will become valid only when the aforementioned arrears have been paid. 

A member may withdraw from membership at any time by informing the management board of the Association of this in writing.  

17. A member will be excluded from the Association according to the decision of the general meeting:
  • Upon the expiry or termination of the activity licence for organising games of change;
  • If the member does not perform the obligations stipulated in the articles of association;
  • If the member’s activity or inactivity damages the activity or good reputation of the Association. 

A senior member who has been a member for at least three years may be temporarily excluded from the membership of the Association upon the decision of the general meeting for not having paid the membership fee over the course of one year. The membership will be reinstated if the arrears to the Association are paid within six months of the date of the membership’s suspension.  

18. A member of the Association who is a legal person will be represented in relations with the Association by its manager or a person fully authorised by the manager (management board) to represent the member.  

IV THE RIGHTS OF THE MEMBERS OF THE ASSOCIATION 

19. The member of the Association has the right to:

  • Nominate another member to act as a representative in one of the Association’s governing bodies, be elected and participate in incorporating the Association’s other bodies;
  • Submit proposals and inquiries to the Association’s bodies;
  •  Participate at events organised by the Association;
  • Use the Association’s insignia pursuant to the established rules;
  • Participate in the Association’s economic activities and its management board pursuant to the procedure stipulated in the articles of association and freely access the Association’s documentation at any time. 

V THE OBLIGATIONS OF THE MEMBERS OF THE ASSOCIATION 

20. The members of the Association are obligated to acknowledge and adhere to the Association’s articles of association, pay the membership fee and adhere to the rules of procedure implemented in the Association.  

VI MANAGEMENT OF THE ASSOCIATION 

21. The highest body of the Association is the general meeting of its members; the general meeting is held at least once a year. The members of the Association must be informed of the general meeting in writing at least two weeks before it takes place.  

22. The Association’s extraordinary general meeting will be called upon the management board’s decision or in instances when it is demanded in writing by at least 1/10 (one-tenth) of the Association’s members within ten days, citing the cause. 

23. The decisions of the Association’s general meeting are competent if at least 50% of the Association’s members are present. Provided less than 50% of the Association’s members turn up at the general meeting, the management board will call a new general meeting with the same agenda within ten days. The new general meeting will be competent to pass resolutions regardless of the number of members taking part in the meeting, but only provided at least two members are represented at the general meeting.  

24. The decisions of the general meeting will be considered passed if at least 2/3 (two-thirds) of the Association’s members present at the meeting vote in favour of them. Each Association member has one vote at the general meeting. A representative of a member of the Association may participate and vote in the name of the member upon their written authorisation. The representative may only be another member of the Association.  

25. If necessary, the management board of the Association may pass a resolution to decide on an issue that is within the competence of the general meeting pursuant to the articles of association by written vote. A decision subject to a written vote will be considered passed by the general meeting if all Association members vote in favour of it.  

26. The general meeting will approve the Association’s general course of action and the reports of the management board and the chairman of the audit committee for the previous period of activity. The general meeting will issue guidelines regarding the members’ joining and membership fees in all matters concerning the Association’s activities.  

The general meeting:

  • Determines the number of members in the Association’s management board and elects the management board;
  • Determines the course and form of the Association’s activities specified in the articles of association;
  • Amends the Association’s articles of association and approves the new articles of association;
  • Listens to the management board’s report regarding the activities of the Association;
  • Approves the Association’s annual budget and the report on its execution;
  • Terminates the activities of the Association;
  • Establishes a liquidation committee.

The general meeting of the Association is also competent to pass resolutions in other matters concerning the activities of the Association.  

27. The general meeting will elect the management board of the Association for two years at an open vote. 

28. The resolutions of the general meeting are binding for the management board. 

29. The management board manages the operations of the Association between general meetings. The management board consists of the number of members determined by the general meeting but of no less than three and no more than ten members. The chairman of the board belongs into the composition of the board.  

30. The management board of the Association organises the activities of the Association via its elected chairman. The chairman of the board will be elected for one year with a re-election right of two years at most.  

31. The management board of the Association will accept new members into the Association and, in the instances stipulated in the articles of association, will temporarily or permanently exclude them from the membership of the Association.  

32. The management board of the Association will organise the use and disposal of the financial and other material assets of the Association.  

The management board of the Association:

  • Compiles the annual budget of the Association and presents it to the general meeting for approval;
  • Elects the chairman of the board from amongst the management board’s members;
  • Forms the directorate of the Association;
  • Listens to the activity reports of the Association’s director;
  • Manages the use of the Association’s financial resources;
  • Reports to the Association’s general meeting regarding its activities;
  • Makes decisions regarding establishing the economic units, branches, agencies and funds of the Association;
  • Makes decisions regarding the conclusion of contracts that do not fall within the main activities of the Association;
  • Makes decisions regarding concluding contracts between the Association and its members;
  • Determines the amount of the Association’s membership fees and the terms and procedure for their payment in accordance with the instructions of the Association’s general meeting (job descriptions, rules and regulations, etc.)
  • Authorises the Association’s director, the deputy director and the chief accountant to office;
  • Calls the general meeting of the Association’s members pursuant to the times and procedure stipulated in clauses 21 and 22 of these articles of association;
  • Represents the Association in relations with other physical and legal persons both in the Republic of Estonia and abroad.

The chairman of the board uses and disposes of the financial and other material assets of the Association. 

The chairman of the board and the director of the Association have the right of first signature in the name of the Association. Financial documents will generally be signed in the Association’s name by the chief accountant.

33. The management board may pass resolutions if more than half of the management’s members are present at the meeting. The decisions of the management board are passed by a simple majority consensus. In the event of an equality of votes the vote of the chairman of the board will be considered the casting vote. The management board may pass a resolution without calling a meeting if all management members vote in its favour in writing.

34. The management board is required to report to the general meeting.  

35. The meetings of the management board will be called by the chairman of the board at least once a quarter. 

36. The chairman of the Association’s board represents the Association in the name of the management board in relations with other physical and legal persons. The other members of the Association’s management board represent the Association in the name of the management board pursuant to the authorisation of the management board.  

37. The chairman of the board:

  • Manages the Association’s current affairs and passes resolutions that are not in the sole competence of the Association’s general meeting or management board;
  • Guarantees the execution of the decisions of the general meeting and management board;
  • Concludes contracts and employment contracts with the Association’s paid employees (however, the employment contract with the director, the deputy director and chief accountant may be concluded after the management board’s according approval);
  • Employs employees and makes them redundant;
  • Disposes of the Association’s assets and funds;
  • Issues letters of authority;
  • Opens current and other accounts in banks;
  • Issues directives and orders;
  • Develops other activities necessary for achieving the aims of the Association stipulated in the articles of association.

38. The chairman of the board is obligated to report to the management board of the Association, the audit committee and the general meeting. 

39. The chairman of the Association’s board will be substituted in his/her absence by one of the management members upon the chairman’s written designation. The chairman of the board will also determine the current duties of the other management members.  

40. The management board may establish a directorate by appointing the functions of the chairman of the board stipulated in clauses 32, 36 and 37 of these articles of association in part or in full to the director and exempting the chairman of the Association’s board of these in part or in full. The director and the deputy director are responsible in their activities to the management board of the Association.  

VII   THE PROPERTY AND FINANCIAL AND ECONOMIC ACTIVITIES OF THE ASSOCIATION 

41. The assets of the Association include the tangible assets and funds in its ownership and are comprised of:

  • Joining and membership fees (determined by the Association’s management board);
  • Income from economic activities;
  • Income from the voluntary donations of legal and physical persons;
  • Other income.

42. The Association’s income and fixed and minor assets acquired at its expense are in the joint ownership of the Association’s members. The Association has no right to the members’ assets. The Association bears no responsibility for its members’ proprietary obligations; the members bear no responsibility for the Association’s proprietary obligations.  

43. The financial year of the Association is the calendar year.  

44. The Association’s assets will be used for:

  • Organising the Association’s work;
  • Paying for contractual work;
  • Paying the remuneration of the Association’s employees;
  • Acquiring fixed and other assets;
  • Establishing special funds;
  • If necessary, providing material aid to the Association’s members (pursuant to the management board’s decision).

The Association has the right to establish funds for specific purposes. 

45. The Association’s accounting will be organised pursuant to the legislation valid in the Republic of Estonia. Accounting policies and procedures may be implemented in the Association upon the resolution of the Association’s general meeting.  

VIII   AUDIT 

46. The general meeting will elect two-member audit committee to monitor the activities of the Association as well as its documentation and financial activities during the accounting year for one year. The committee will elect a chairman from amongst its members.  

47. The activities of the audit committee will be terminated at the general meeting that discusses the audit committee’s report.  

48. An audit will be conducted in the Association at least once a year.  

IX   AMENDING THE ARTICLES OF ASSOCIATION 

49. Proposals to amend the Association’s articles of association must be approved by the Association’s management board. The chairman of the board will present the amendment to the articles of association approved by the management board to the Association’s general meeting. Furthermore, the management board is obligated to inform all members of the Association of the planned amendment to the articles of association in writing at least two weeks before the Association’s general meeting takes place. At least 2/3 (two-thirds) of the members of the Association must be in favour of the amendments in order to amend the articles of association.  

X   TERMINATING THE ACTIVITIES OF THE ASSOCIATION 

50. The resolution to terminate the activities of the Association will be passed by the general meeting. The resolution to terminate the activities of the Association will be considered passed if at least ¾ (three-fourths) of the members of the Association vote in favour of the termination of activities.  

51. In the event of the termination of the Association’s activities, the general meeting will establish a liquidation committee that will be responsible for distributing the registered assets between the members of the Association or transferring these to third parties.  

These articles of association have been adopted at the Estonian Gaming Operator Association’s meeting on 22 May 1997 and amended on 14 April 2000.