Section 1. Name of Association
1.1. The association is named “Latvian Employers Confederation” (hereinafter referred to as -LDDK).
Section 2. LDDK Status
2.1. LDDK shall be the Latvian association of employers’ organisations under the Employers’ Organisations and their Associations Law and Associations and Foundations Law defining at the national and international level LDDK status and substantiating LDDK activities covering the matters described in Section 3 „LDDK Objectives”.
2.2. The ultimate LDDK principles shall be defined by the International labour organisation convention on the trilateral consultations, The United Union Organisation basic approach to social partnership and the European Union foundation agreement.
Section 3. LDDK Objectives
3.1. LDDK shall have the following objectives:
3.1.1. to favour strengthening and development of Latvian employers’ organisations;
3.1.2. to facilitate such the forms of the national economy, employment, education and social policy, which enables the formation and development of business activities;
3.1.3. to provide consolidation and representation of the all-embracing employers’ interests;
3.1.4. to coordinate employers’ interests at the national and international level;
3.1.5. to facilitate understanding of the society what the employers’ organisations mean;
3.1.6. to favour the exchange of information, experience and good practice between LDDK members.
3.2. To achieve its aim LDDK shall perform the following tasks and functions:
3.2.1. to represent the interests of employers’ organisations in the relations with trade unions, state authorities and local authorities, at the National council of trilateral cooperation, sub-councils thereof and other consultative agencies, as well as international agencies;
3.2.2. to keep the members informed of draft documents on political planning and bills and the generalized opinions given by the members;
3.2.3. to give opinions on the draft political planning documents and bills developed by the state authorities and Saeima (Parliament), as well as the European Union agencies, International labour organisations and other international organisations;
3.2.4. to initiate the development of draft political planning documents and bills;
3.2.5. to consult members on the matters being within LDDK competence;
3.2.6. to inform the society on the LDDK objectives and its members’ activities.
3.3. LDDK shall have the following obligations:
3.3.1. to represents its members in the social and economic interests relations with trade unions, state and local authorities;
3.3.2. to take an active part in the development of political planning documents and enactments jointly with Latvian, European Union, International labour organisations and other international organisations.
3.4. LDDK shall enjoy the following rights:
3.4.1. to cooperate with other state and international employers’ organizations, as well as enter the international organizations;
3.4.2. to request and receive the necessary information from the state and local authorities for performing its functions and achieving the aim, unless any restrictions determined by regulatory enactments relative to presentation thereof;
3.4.3. to take part in activities of the state and local authorities’ established commissions, working groups and consultative councils and five opinions on the resolved matters within the limits of its competence;
3.4.4. to attend and express proposals at open meetings of the state and local authorities’ meetings where considering the matters affecting the interests of LDDK;
3.4.5. to carry out economic activities for LDDK purposes;
3.4.6. to establish foundations or commercial companies required for LDDK efficient activities;
3.4.7. to carry out other activities aimed at that determined in Section 3 of these Articles of Association.
Section 4. Joining, Resignation and Expulsion from LDDK Membership
4.1. LDDK may enter any employer’s organisation. An employer, who employs at least 50 persons on a contractual basis having submitted a written application according to a particular form, may enter LDDK. The form of application and the list of attached documents shall be determined by the LDDK Council.
4.2. Decision on any member’ admission to LDDK shall be made by the Council. An applicant should be kept informed on the motivated written resolution of the Council within a week from the moment when passed.
4.3. The applicant may appeal against the Council’s resolution on refusal at the meeting of members. If the meeting of members also rejects the applicant’s petition, the applicant is not admitted into LDDK membership, and he may again submit an application not earlier than in a year.
4.4. A member may any time leave the LDDK membership, having notified the Council in writing of the same and paying the membership fee for the period till serving a notice.
4.5. A member may be expelled from LDDK membership by resolution of the Council, if:
4.5.1. the member for more than 6 months have not paid the membership fee;
4.5.2. the member fails to adhere to resolutions of the general meeting and/ or the Council;
4.5.3. the member fails to meet its duties and assumed obligations;
4.5.4. the member carries out other activities which contravene that stated in the Articles of Association.
4.6. Issues relative to expulsion of LDDK member shall be considered by the Council at the nearest meeting inviting a member to be expelled and call upon him to express his opinion. Not appearing at the meeting of the member shall not be the obstacle for making a decision by the Council. A member subject to exclusion should be notified in writing on the resolution of the Council on a member’s expulsion from LDDK membership and on motivation of the resolution.
4.7. Membership in LDDK of a legal person shall be kept, if the legal person is reorganized restructuring it in the order established by law.
4.8. If a legal person is reorganized amalgamating with other entities or separating, these persons will cease to be the members.
4.9. Reorganizing LDDK member being a legal person by way of separation membership of a separated legal person in LDDK shall be preserved.
Section 5. Rights and Obligations of a Member
5.1. LDDK members shall enjoy the following rights:
5.1.1. to take part in LDDK activities, as well as to give proposals on LDDK activities and improvement thereof;
5.1.2. to receive information on LDDK activities including get acquainted with all minutes of meetings, resolutions and orders of LDDK bodies;
5.1.3. to take part in LDDK free events arranged for its members.
5.2. LDDK members shall have the following obligations:
5.2.1. to abide by LDDK Articles of Association and keep to the resolutions passed by meetings of members and the Council;
5.2.2. to pay an admission fee and pay the membership fee on a regular basis. The amount of this payment and payment procedure shall be determined at the meeting of LDDK members;
5.2.3. to support LDDK goals and tasks implementation with its active participation in the activities;
5.2.4. not to disclose the information representing a commercial secret of LDDK or a separate member thereof.
5.3. It is possible to determine obligations of a member by resolution of a meeting of members or the Council. Determining obligations of a member that differ from obligations of other members, it is required to obtain this member’s consent.
5.4. LDDK shall not be liable for the obligations of its members. Members of LDDK shall not be liable for LDDK obligations, except the cases, when they assume the responsibility on voluntary basis.
Section 6. Call of the Meeting of Members and Decision Making
6.1. A meeting of members shall be the highest LDDK decision making institution.
6.2. All LDDK members shall be entitled to take part in the meeting of members.
6.3. LDDK member being a natural person – may take part in person at the meeting or by proxy. A power of attorney to attend and vote at the meeting of members shall be issued in writing.
6.4. LDDK member being a legal person shall be represented at the meeting of members by the Chairman or Chairman’ authorized person.
6.5. Regular meeting of members shall be convened once per year – at the latest till 31 March.
6.6. Special meeting of members may be convened on initiative of the Council, if claimed in writing by not less than one tenth of LDDK members specifying the reason of convening.
6.7. A meeting of members shall be convened sending a written notice to each member at the latest two weeks prior to the meeting.
6.8. The meeting of members shall be competent, if attended by more than a half of members.
6.9. If the meeting of members is not competent by the reason of the lack of quorum, the adjourned meeting of members shall be convened within a period of three weeks, which is competent to pass resolutions irrespective of the number of members present provided that it is attended at least by two members.
6.10. A resolution of the meeting of members shall be deemed passed, if voted for by more than a half of the members present. A resolution on amendments to the Articles of Association, termination, continuation or reorganization of LDDK activities shall be deemed passed, if voted for by more than two thirds of the members present.
6.11. The meeting of members shall consider any other important issues for LDDK activities and pass resolutions thereon.
6.12. Only the Meeting of members shall:
6.12.1. approve and amend the Articles of Association;
6.12.2. elect the Council, Chairman of the Council (President), Vice-chairman of the Council (Vice-president) for a period of 3 years;
6.12.3. elect and revoke members of the Board of Directors (General Director);
6.12.4. elect an Auditing committee for a period of 1 year;
6.12.5.witness signatures of the Board of Directors and Auditing committee;
6.12.6. confirm the programme of LDDK activities;
6.12.7. determine the amount of admission and membership fee;
6.12.8. approve LDDK budget;
6.12.9. make decisions relative to termination, continuation or reorganization of LDDK activities;
6.12.10.resolve on revocation of the members of the Council, Chairman (President) of the Council, Vice-chairman (Vice-president) of the Council and premature revocation of the Auditing committee.
Section 7. The Council
7.1. The Council shall represent the LDDK supervisory board constituting 22 members of the Council, wherein representing proportionally various undertakings, branch and regional employers’ organizations.
7.2. Chairman (President) of the Council shall manage activities of the Council.
7.3. A member of the Council shall perform its duties without remuneration.
7.4. Only the Council shall:
7.4.1. admit members into LDDK and exclude members from LDDK;
7.4.2. on a member’s or own initiative admit honorary members into LDDK. Natural and legal persons which rendered a great support to put into practice LDDK goals shall be deemed the honorary members. Honorary members shall enjoy all rights of the members, except the voting rights – they have only a deliberate function. Honorary members shall be discharged from paying the admission fee and the membership fee;
7.4.3. nominate a member for the meeting to elect a member of the Board of Directors;
7.4.4. resolve on necessary foundation or formation of a commercial company for the efficient LDDK activities;
7.4.5. consider LDDK activity programme projects, as well as the basic normative instruments regulating LDDK activities and submit them for consideration by the Meeting of members;
7.4.6. approve the LDDK Directorate organizational structure;
7.4.7. consider and submit LDDK draft budget for consideration by the Meeting of members.
7.5. Resolutions of the Council shall be passed on the show of hands by simple majority of the members’ votes. In the event of equal votes, the vote of Chairman of the Council (President) shall be the decisive one.
7.6. Meetings of the Council shall be convened not less than once per quarter.
7.7. Meetings of the Council shall be open and may be attended by any LDDK member.
7.8. Minutes shall be kept on the meeting of the Council.
Section 8. Chairman (President) of the Council
8.1. Chairman (President) of the Council shall:
8.1.1. represent LDDK in its relationship with the state administration bodies and other organizations, as well as with foreign and international organizations resolving at the highest level on LDDK activities;
8.1.2. organize activities of the Council, manage its meetings be responsible for its work;
8.1.3. nominate candidate-members to act as Vice-chairman (Vice-president) of the Council for their approval at the Meeting of members;
8.1.4. propose to the Council to nominate and enter into the employment agreement with a member of the Board of Directors (General Director).
8.2. In the absence of Chairman (President) of the Council his functions may be delegated to any Vice-chairman (Vice-president) of the Council.
Section 9. Board of Directors
(Member of the Board of Directors, General Director)
9.1. The Board of Directors shall be an executive body of LDDK.
9.2. The Board of Directors shall manage routine activities of LDDK maintaining relations with the state administration and other organizations, as well as with foreign and international organizations covering the issues on LDDK activities and represent the association, being at the head and managing business of the association. It shall manage property of the association and dispose of its funds subject to laws, Articles of Association, resolutions of the Meeting of members or the Council.
9.3. The Board of Directors shall arrange accounting of the association accountants in accordance with the regulatory enactments and perform other obligations within the competence determined by the Articles of Association.
9.4. The Board of Directors shall be entitled to consider all issues not being within thee exclusive competence of the Meeting of members or the Council.
9.5. The Board of Directors shall provide convening of the Meeting of members and arrange its work.
9.6. There shall be the sole member (General Director) in the membership of the Board of Directors.
9.7. Member (General Director) of the Board of Directors may be recalled only by the Meeting of members. This may take place only by an important reason. Failure to meet or improper meeting of the obligations, inability to manage the association, any harm done to the association interests, as well as lost confidence determined in the employment agreement shall be deemed such a reason.
9.8. Member (General Director) of the Board of Directors shall perform his duties for remuneration as determined in the employment agreement.
9.9. Member (General Director) of the Board of Directors shall:
9.9.1. manage LDDK Directorate;
9.9.2. employ and cancel working relations with the Directorate personnel, shall organize their duties performance;
9.9.3. provide implementation of resolutions of the Meeting of members and the Council;
9.9.4. represent LDDK directorate at the state, local authorities, non-governmental and private agencies for meeting the obligations stipulated in section 10;
9.9.5. report to the Council for the Directorate activities once per quarter.
Section 10. Directorate
10.1. The Directorate shall provide LDDK activities and they be managed by the member (General Director) of the Board of Directors;
10.2. Activities, rights and obligations of the Directorate shall be determined by the Directorate regulations approved by the Council and the budget approved by LDDK Meeting of members.
Section 11. Auditing Committee
11.1. LDDK financial and business activities shall be supervised by the auditing committee represented by two persons elected by the Meeting of members for one year.
11.2. LDDK member of the Board of Directors may not be the member of LDDK auditing committee.
11.3. Auditing committee shall:
11.3.1. provide auditing of LDDK property and financial resources;
11.3.2. give its opinion on LDDK budget and the annual report;
11.3.3. value activities of LDDK accountants and records keeping;
11.3.4. give recommendations for the improvement of LDDK financial and business activities.
11.4. The auditing committee shall make decisions as agreed upon both members of the auditing committee.
11.5. The auditing committee shall carry out audit within the term set by the Meeting of members, however, not less than once per year.
11.6. The Meeting of members shall approve LDDK annual report only having received the opinion made by the auditing committee.
Section 12. LDDK Funds
12.1. The following hall form LDDK funds:
12.1.1. LDDK admission fee, membership fee, targeted payments and donations;
12.1.2. incomes gained from LDDK arranged events and projects;
12.1.3. monetary funds and material values received from legal and natural persons in the order established by regulatory enactments.
12.2. LDDK funds shall be used to put into effect the aims specified in the Articles of Association, as well as to cover its costs related to maintenance of LDDK Directorate the provision of its activities.
Section 13. LDDK Activities Termination Procedure
13.1. Termination or reorganization of LDDK activities shall take place by resolution of the Meeting of members, if not less than 2/3 of the total number of LDDK members voted for.
13.2. If the decision on termination of LDDK activities is made, then the Meeting of members by its resolution shall determine the procedure of disposal of LDDK property and financial funds, the procedure, wherein LDDK archives documents to be arranged and kept, elect the liquidation commission operating within the scope of authority granted by the Meeting of members.
13.3. Information on termination of LDDK activities shall be published in mass media in the order envisaged by enactments.