Registered in the Register of Associations and Foundations
In Riga, on the 20th of July, 2009
With No. 40008143329
Stamp: state notary
Ligita Pentjusa (Ligita Pentjuša)
Seal on the left:
round the seal: Register of Enterprises of the Republic of Latvia
In the middle: state emblem
1. Name of the Association
1.1. The name of the Association is “ECR Baltic” (hereafter referred to in the text as – the Association).
2. Objectives of the Association
2.1. Objectives of the Association are:
2.1.1. To promote Efficient Consumer Response (ECR) between the consumer goods and retail sectors in Latvia, Lithuania and Estonia;
2.1.2. To help the companies to implement the strategy of Efficient Consumer Response (ECR);
2.1.3. To promote long-term collaboration between trading partners and participants of consumer goods and grocery supply chain for the benefit to consumers.
2.2. In order to achieve objectives mentioned in the paragraph 2.1. of the Statutes the Association shall take the following actions:
2.2.1. convene plenary sessions;
2.2.2. organize conferences;
2.2.3. organize training;
2.2.4. organize seminars;
2.2.5. issue informative materials.
3. Term of operation of the Association
3.1. The Association is established for an indefinite period of time.
4. Entry, withdraw and expulsion of the members in Association
4.1. Any registered person, who is a manufacturer, retailer, solution provider active in consumer goods sector, may join the Association, by submitting a written application of a definite form. The form of application and a list of documents to be added are determined by the board of the Association.
4.2. A decision on member’s admission into the Association is done by the board. The board has to consider the application of the applicant during the nearest meeting, but no longer than two weeks from the moment of receipt of all required documents. The board has to notify about the reasoned decision to the applicant in written within one week of its acceptance.
4.3. The negative decision of the board the applicant may appeal in the member’s general meeting in written. If also the member’s general meeting rejects the application of the applicant, the applicant is not admitted as the member of the Association, and he can resubmit an application at the earliest after the year.
4.4. A member may at any time withdraw from the Association by a written notice to the board of the Association;
4.5. A member may be excluded from the Association by the decision of the Board, if:
4.5.1. a member has not paid membership fees for more than 3 (three) months;
4.5.2. a member fails to comply with the decisions of general meeting and/or the board and/or of the council;
4.5.3. a member does not fulfill his duties and obligations;
4.5.4. a member carries out other activities which are in conflict with the defined in these Statutes.
4.6. The issue on the exclusion of the Association’s member is considered by the board. The decision of the board on the exclusion of a member from the Association and the motivation of this decision should be notified in writing to the member to be excluded within 5 (five) days from the decision date.
5. Rights and obligations of the members
5.1. Members of the Association have the following rights:
5.1.1. to participate in the management of the Association;
5.1.2. to receive information on the activities of the Association, including accessing all protocols, decisions and orders of the Association’s institutions;
5.1.3. to participate in all events organized by the Association, to submit proposals on the activity of the Association and its improvement, to defend one’s own views;
5.1.4. to participate and manage activities in existing working groups;
5.1.5. to initiate new activities and new working groups.
5.2. The obligations of the Association’s members:
5.2.1. to respect the statutes of the Association and to fulfill decisions of members’ general meeting, of board and council;
5.2.2. to pay regularly membership fees in accordance with the procedure laid down by the Council;
5.2.3. to support realization of the goals and tasks of the Association through one’s own active participation;
5.2.4. to cooperate respecting all applicable competition laws of local (-s) and the European Union and the co-operation policy of ECR Europe.
5.3. Obligations to a member may be determined by the decision of members’ general meeting, board and council. By determining obligations to a member that are different from other members' obligations the consent of this member is required.
6. Association’s structural units
6.1 With the decision of the members’ general meeting the territorial and other structural units of the Association may be established;
6.2. The activities, rights and obligations of the structural unit, as well as relations with the Association govern regulations of the structural unit that are approved by the members’ general meeting of the Association.
7. Convene and decision-making of the members’ general meeting
7.1. Members’ general meeting is the supreme decision-making body of the Association.
7.2. All Association’s members are entitled to participate in the members’ general meeting. Members may take part at the members’ general meeting in person or by its representative. The proxy to participate and vote at the members’ general meeting should be issued in writing.
7.3. The Annual members’ general meeting is held annually, not later than the 31st of March.
7.4. Extraordinary members’ general meeting may be convened by the request of the board or by not less than 1/10 of the Association's members by giving the reason of the meeting’s convocation.
7.5. Members’ general meeting should be convened no later than 21 (twenty one) days before the meeting by sending a written notice to each member.
7.6. If more than half of the members participate then the members’ general meeting then it will have a quorum.
7.7. If the members’ general meeting is not competent to decide due to lack of quorum, within three weeks repeated members’ general meeting should be convened that is empowered to make decisions regardless of the number of members present, provided that in it participate at least two members.
7.8. The decision of members’ general meeting is accepted if for it have voted more than a half of the members present. The Decision on amendments to the statutes, termination and continuation of the Association’s activity is accepted if for it have voted more than two-thirds of the members present. Members’ general meeting is recorded in the minutes.
8.1. Administrative body of the Association is the board that consists of one (1) board member who is elected for 1 (one) year.
8.2. Member of the Board is elected and withdrawn by the Council.
8.3. The board is entitled to decide any issue what is not in exclusive competence of the members’ general meeting and/or the Council.
8.4. Member of the Board is entitled to represent Association separately.
8.5. Member of the Board performs its duties for a fee, amount of what is determined by the Council.
9.1. The Council of the Association consists of 9 (nine) members elected by the members’ general meeting for 2 (two) years.
9.2. The Council shall elect and oversee the work of the board.
9.3. The Council considers and approves annual report submitted by the board.
9.4. Association’s Council meetings should be held at least 4 (four) times a year.
9.5. The main tasks of the Association’s Council are:
9.5.1. to indicate the main directions of the Association’s development in the Baltic States;
9.5.2. to determine the priorities and work plans of the Association;
9.5.3. to confirm and evaluate the budget of the Association;
9.5.4. to approve the annual membership fee and payment procedures;
9.5.5. to convene a members’ general meeting;
9.5.6. to evaluate the success of the Association.
9.6. The decision in the Council’s meeting is made, if for it have voted more than a half of the Council’s members present. Council’s meeting is recorded in the minutes.
9.7. The Council is empowered to make decisions without actually getting together – through e-mail. In this case the same voting and decision-making rules are valid.
10. Acquisition and use of financial resources
10.1. The Association’s financial resources consist of:
10.1.1. annual membership fees of members;
10.1.2. donations or gifts from legal and physical persons;
10.1.3. income from business activity that is conducted to achieve the objectives of the Association;
10.1.4. other income from financial sources that are not prohibited by law.
10.2. Financial funds of the Association are used in accordance with Council’s approved annual budget what must not conflict with the objectives and articles of the Association.
10.3. The voluntary contributions, donations, deductions and bequests with indicated objective are used only in accordance with the reference made. These funds can be used for other purposes only with the written consent of the performer of the donation, grant or deduction.
11.1. The financial and economic activity of the Association is controlled by an auditor who is elected by the Council of the Association for one year.
11.2. The auditor of the Association cannot be a member of the Council or the board.
11.3.1. audits the Association’s property and financial funds;
11.3.2. gives a conclusion on the Association's budget and annual report;
11.3.3. evaluates the Association’s accounting and recordkeeping work;
11.3.4. gives recommendations on the improvement of financial and operational activity of the Association;
11.4. The auditor does the audit in the terms given by the member meeting, but at least once a year.
11.5. The Council approves the annual report of the Association only after the receipt of auditor's conclusion.
12. Winding up, liquidation and reorganization of the Association
12.1. The activity of the Association may be wound up in the determined cases by the law of Associations and Foundations.
12.2. The decision on winding up or reorganization of the Association is accepted, if in the meeting, convened for this purpose, have voted for it more than two-thirds of the members present.
12.3. If members group of the Association discontinues one’s membership (are excluded) from the Association and establish a new non-governmental organization, it cannot receive any share of the Association’s property and financial resources, nor can keep the Association name, abbreviation and emblem.
12.4. If the Association is to be liquidated, the decision on the liquidation should be notified to the Register of Enterprises of the Republic of Latvia within three days. Members’ general meeting elects liquidation commission or a liquidator who till the complete liquidation of the Association shall be financially responsible for the legal effect of taken decisions.
SIA “RIMI Baltic”: /signature/ Member of the board Merlin Poljak
MAXIMA GROUPE UAB: /signature/ Empowered person Arunas Zimnickas
SIA “Unilever Baltic LLC”: /signature/ Member of the board Karlsson Jyrki Juhani
“GSI Latvia” /signature/ Liene Saurina (Liene Šauriņa)
Statutes are confirmed in the foundation meeting in Riga, on the 10th of July, 2009.