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Articles of Association

1. Name of the Association

  1. The name of the association is The Baltic Treasury Association (hereinafter – the Association).

  2. The Association also uses the following name translation in Latvian: Baltijas Finanšu Resursu Vadības Asociācija.

  3. The Association also uses the following name translation in Lithuanian: Baltijos iždininkų asociacija

  4. The Association also uses the following short form of the name: “Baltrea”

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2. Objectives of the Association

  1. The objectives of the Association are:

    1. Bring corporate treasury professionals together;

    2.  Share best practices within treasury community;

    3. Organize networking events and seminars;

    4. Represent treasury professionals and interests with commercial, regulatory, and international bodies and other associations in the Baltics;

    5. Develop international relationships.​

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3. Duration of the Association

  1. The Association is established for an indefinite period.

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4. Admission, Withdrawal, and Expulsion of Members

  1. Any legally capable natural person may join the Association by submitting a written application in the prescribed format. The Board shall determine the application form and the list of required documents.

  2. The Board shall decide on the admission of a member. The application must be reviewed at the following Board meeting. The Board must notify the applicant in writing of its decision within reasonable time frame.

  3. The applicant may appeal a negative Board decision in writing to the General Meeting within 14 (fourteen) days after receipt of the notification. If the General Meeting also rejects the application, the applicant is not admitted as a member and may reapply no sooner than one year later.

  4. Membership ends: 

    1. Upon the death of the member. If a legal person is a member of the association, its membership ends when it ceases to exist.

    2. By cancellation by the member at any time by notifying the Association in writing.

    3. Paid membership ends automatically if membership fees have not been paid for more than 3 (three) months.

    4. By cancellation on behalf of the association. This can be done when a member has ceased to meet the requirements for membership in the statutes or by the internal regulations, if he does not fulfill his obligations towards the association, as well as when membership cannot reasonably be required of the association to continue.

  5. A member may be expelled by a Board decision if:

    1. the member does not comply with decisions of the General Meeting or Board;

    2. the member fails to fulfill their duties or obligations;

    3. the member acts contrary to the statutes, regulations or decisions of the association, or unreasonably disadvantages the association.

  6. The expulsion shall be reviewed at the next Board meeting. The written decision must be sent to the expelled member as soon as possible following the date of the decision. The person concerned may appeal to the next general meeting within one month after receiving the notification of the decision. He will be informed of the decision in writing as soon as possible, stating the reasons. During the appeal period and pending the appeal, the member is suspended. The appeal must be submitted in writing to the secretary.

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5. Rights and Obligations of Members

  1. Members have the following rights:

    1. to participate in the management of the Association;

    2. to receive information about the Association, including reviewing all records, decisions, and directives;

    3. to participate in events organized by the Association paying the event fee, if applicable;

    4. to submit proposals to the Association.

  2. Members have the following obligations:

    1. to comply with the statutes and decisions of the General Meeting and the Board;

    2. to regularly pay the membership fee;

    3. to actively support the implementation of the Association's goals.

  3. Obligations may be imposed on members by decision of the General Meeting or the Board. If the obligations differ from those of other members, the member’s consent is required.

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6. Organizational Units

  1. Territorial or other organizational units of the Association may be established by decision of the General Meeting.

  2. The activities, rights, obligations, and relationship with the Association of each unit shall be governed by regulations approved by the General Meeting.

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7. General Meeting

  1. The General Meeting is the highest decision-making body of the Association.

  2. All members have the right to participate in the General Meeting. Members may participate in person or remotely. The General Meeting format is determined by the Board.

  3. A regular General Meeting is convened once a year, no later than June 30.

  4. An extraordinary General Meeting may be convened by the Board or at the written request of at least one tenth of the members.

  5. Written invitations must be sent to each member via email at least two weeks before the meeting (especially if the meeting addresses statute changes, dissolution, continuation, or reorganization).

  6. The General Meeting is quorate if more than half of the members are present.

  7. If the quorum is not met, a new General Meeting must be convened within five weeks. This meeting can decide regardless of the number of members present, provided at least two members are present.

  8. A decision is adopted if more than half of the members present vote in favor. A two-thirds majority of the members present is required for changes to the statutes, dissolution, continuation, or reorganization.

  9. General meetings are chaired by the chairman of the Association’s board.

  10. Minutes are taken of the proceedings at each meeting by the secretary or another person designated by the chairman, which will be adopted at the next general meeting and signed by the chairman and the minutes secretary in evidence thereof. The contents of the minutes or of the official report shall be brought to the attention of the members.

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8. Executive Body (Board)

  1. The executive body of the Association is the Board, consisting of three members. The appointment is made from among the members.

  2. The appointment of board members is made from one or more binding nominations.

    1. The board is authorized to draw up such a nomination. The nomination of the board is announced in the notice convening the meeting.

    2. A nomination by ten or more members must be submitted in writing to the board at least one week in advance of the meeting.

    3. All valid nominations shall be presented to the General Meeting for decision.

  3. The binding nature of each nomination can be deprived by a resolution of the general meeting decided by at least two-thirds of the votes cast, taken in a meeting in which at least two-thirds of the members are present or represented, in which case the general meeting is free to choose the nominations.

  4. If there is more than one binding nomination, the appointment will be made from those nominations.

  5. The Board elects a Chairperson, a Secretary and a Treasurer from among its members to organize the Board’s work. A board member can hold more than one position.

  6. The Board handles all matters not reserved for the General Meeting.

  7. Each Board member may represent the Association separately.

  8. Each board member is elected for a period of five years. After the end of this period the board member can be elected again without maximum overall term limitation.

  9. If the number of board members has fallen below two, the board remains authorized. However, it is mandatory to convene a general meeting as soon as possible to discuss the provision in the open space or the open spaces.

  10. The board is authorized, under its responsibility, to have certain parts of its task performed by committees whose members are appointed and dismissed by the board. The composition of committees is announced by the board to the general meeting.

  11. The board may adopt more detailed internal house rules relevant for the operation of the association. The internal house rules may not conflict with the law, nor with the statutes.

  12. The board is not authorized to decide to enter into agreements for the acquisition, alienation or encumbrance of registered property, to enter into agreements whereby the association commits itself as surety or joint and several co-debtor, makes a case for a third party or provides security for a debt of a third party. 

  13. Board members generally provide their services on a voluntary basis, unless a stipend for directors and other committee members is authorized at the general meeting, and are entitled to compensation for the reasonable costs incurred in performing such duties.

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9. Annual Report

  1. The association year runs from January 1 to and including December 31.

  2. At a general meeting, within six months after the end of the association year, unless this term is extended by the general meeting, the board will issue its annual report on the course of affairs in the association and on the policy pursued and will draw up a balance sheet and a statement of income and expenditure, with explanatory notes to the meeting for approval. These documents are signed by all board members (documents can be signed electronically). If the signature of one or more of them is missing, this shall be stated, stating the reasons. After the term has expired, any member of the joint board members can legally claim that they comply with these obligations.

  3. The general meeting annually appoints from the members a Operational and financial activity revision committee (Finance Committee) of at least two persons, who may not be part of the board. The committee shall examine the documents referred to in paragraph 9.2 of this Article and report its findings to the General Assembly. Finance Committee is able to make decision if at least half of elected members actively participate in its activities. Decisions are taken by simple majority votes.

  4. The appointment of the committee is made from two or more binding nominations. Both the board and ten members are authorized to draw up such a nomination. The nomination of the board is announced in the notice convening the meeting. A nomination by ten or more members must be submitted to the board at least one week in advance of the meeting.

  5. If the examination of the documents as referred to in paragraph 9.3 of this article requires special accounting knowledge, the examination committee may be assisted by an expert. The board is obliged to provide the committee with all the information it has requested for its investigation, to show it the cash register and the assets, if desired, and to allow it to inspect the books and documents of the association.

  6. The board is obliged to keep the documents referred to in paragraph 9.2 for the statutory period determined for this.

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10. Membership

  1. Members pay an annual membership fee as approved by the general meeting. The members can be divided into categories that pay different fees and have different rights in the Association. When the membership ends in the course of an association year, the annual membership fee for the current association year is nevertheless due.

  2. The annual membership fee for the current association year is due by January 31.

  3. The Association may define different membership levels to cater for wider membership base and needs.

  4. Honorary members are the natural persons who, based on their special merits for the Association, have been appointed as such by the general meeting on the recommendation of the board.

  5. The board keeps a register in which the names and addresses of all members and honorary members are recorded.

  6. Every (honorary) member of the association who is not suspended, has one vote according to the association's rules of conduct and house rules.

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11. Donors

  1. The association may have donors.

  2. Donors are natural or legal persons who have been admitted as donors by the board and who commit themselves to the association to make an annual contribution determined by the board.

  3. Donors have no other rights and obligations than those which have been granted and imposed on them by or pursuant to the statutes or by the internal regulations.

  4. The rights and obligations of donors can be terminated at any time by cancellation, on the understanding that in the event of cancellation by the donor the annual contribution for the current association year remains due in full.

  5. Termination by the association is done by the board.

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12. Final Provisions

  1. The statutes of association cannot be changed other than by a resolution of a general meeting, which has been convened with the notice that amendments to the statutes of association will be proposed there.

  2. Those who have convened the general meeting for consideration of a proposal to amend the statutes of association, must make a copy of that proposal, in which the proposed amendment is verbatim, in a suitable place, available for inspection by members, at least five days before the meeting until after the day on which the meeting is held. In addition, a copy as referred to above, together with the convocation, is sent to all members.

  3. Every board member is authorized to execute the deed of amendment of the statutes of association that is approved by the general meeting. An amendment to the statutes of association will come into effect on the day of publication by the Latvian Company House.

  4. The association can be dissolved by a resolution of the general meeting.

  5. The liquidation will be effected by the board unless the general meeting decides otherwise.

  6. The credit balance after liquidation will revert to a foundation or association to be designated by the general meeting with an objective that fully or largely corresponds with the objective of the dissolved association.

  7. Statutes are written in English in Latvian. In case of differences, Latvian version shall prevail.

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