MTÜ Estonian Data Center Association Bylaws

1. General provisions

1.1. The name of the non-profit association is MTÜ Estonian Data Center Association.
1.2. The Association may use the Estonian-language name Eesti Andmekeskuste Liit, and in external communication the name Estonian Data Center Association.
1.3. The seat of the Association is the Republic of Estonia, Parda tänav 8, 10151 Tallinn.
1.4. The Association acts in the public interest and in the common interests of its members and does not distribute profit among its members.
1.5. The Association is guided by the legislation of the Republic of Estonia, these Bylaws and the decisions of the Association's governing bodies.

2. Purpose of the Association

2.1. The purpose of the Association is to develop, represent and unite the Estonian data centre, digital infrastructure, energy, cooling, telecommunications and related technology sectors.
2.2. To achieve its purpose, the Association may bring together stakeholders of the sector, organise events and cooperation, mediate information, participate in sector-related discussions, take positions, and cooperate with Estonian and international partners.

3. Membership

3.1. A member of the Association may be a natural or legal person who supports the purposes of the Association.
3.2. The Association may have the following membership categories:
3.2.1. full members – data centre developers, operators, digital infrastructure companies and other core stakeholders of the sector;
3.2.2. partner members – companies, organisations, experts, research and educational institutions, public sector institutions and other cooperation partners supporting the sector;
3.2.3. international and honorary members – international partners and persons or organisations that have made a special contribution to the development of the data centre or digital infrastructure sector.
3.3. The more detailed rights, obligations and membership fees of the membership categories may be established by the General Meeting by a separate resolution.
3.4. Admission of a member and exclusion of a member are decided by the Management Board.
3.5. A member has the right to participate in the activities of the Association and in the General Meeting, to receive information about the Association's activities, and to submit proposals.
3.6. A member is obliged to comply with the Bylaws and the decisions of the Association's governing bodies, to pay the established membership fee, and to refrain from activities that damage the reputation or purposes of the Association.
3.7. A member may withdraw from the Association on the basis of a written application.

4. General Meeting

4.1. The highest governing body of the Association is the General Meeting.
4.2. An ordinary General Meeting is held at least once a year.
4.3. The General Meeting is convened by the Management Board at least 7 days before the meeting takes place.
4.4. The General Meeting may be held physically, electronically or in hybrid form.
4.5. The General Meeting has a quorum if at least 1/3 of the members with voting rights participate or are represented.
4.6. If the General Meeting does not have the required quorum, the Management Board may convene a repeat meeting with the same agenda, which has a quorum regardless of the number of participants, provided that this has been indicated in the notice of the repeat meeting.
4.7. A resolution of the General Meeting is adopted by a simple majority of votes, unless the law or these Bylaws provide for a larger majority.
4.8. Each member with voting rights has one vote, unless the General Meeting has decided otherwise.
4.9. The competence of the General Meeting includes amending the Bylaws, electing and recalling members of the Management Board, approving membership fees, approving the annual report, and deciding on the dissolution of the Association.

5. Management Board

5.1. The Association is managed and represented by the Management Board.
5.2. The Management Board has 1 to 5 members.
5.3. Members of the Management Board are elected by the General Meeting for up to three years.
5.4. The Management Board organises the day-to-day activities of the Association, its membership matters, reporting and representation.
5.5. Resolutions of the Management Board are adopted by a simple majority of votes. Resolutions may also be adopted electronically.

6. Assets and economic activities of the Association

6.1. The assets of the Association are formed from membership fees, grants, donations, project income, income from events, income from the provision of services, and other sources permitted by law.
6.2. The income of the Association is used solely to achieve the purposes set out in these Bylaws.
6.3. The Association does not distribute profit among its members.
6.4. The Association is liable for its obligations with all of its assets. A member of the Association is not liable for the obligations of the Association.

7. Reporting and financial year

7.1. The financial year of the Association begins on 1 January and ends on 31 December.
7.2. The Management Board prepares the annual report and submits it to the General Meeting for approval.

8. Dissolution of the Association

8.1. The Association is dissolved in accordance with the procedure established by law.
8.2. The dissolution of the Association is decided by the General Meeting if at least 2/3 of the members participating or represented at the General Meeting vote in favour.
8.3. Upon dissolution of the Association, after satisfying the claims of creditors, the remaining assets are transferred, on the basis of a resolution of the General Meeting, to a non-profit association, foundation, legal person governed by public law, or other organisation with a similar purpose.

9. Final provisions

9.1. In matters not regulated by these Bylaws, the Association is guided by the legislation of the Republic of Estonia.
9.2. These Bylaws were approved by the resolution of the founding meeting on 1 July 2026.

Founders:

1. Aleksandr Krylov
2. Kairi Kõrve
3. Mihhail Derbnev