Articles of association
ESTONIAN SUPPORT UNION OF THE DEAFBLIND ARTICLES OF ASSOCIATION
I General provisions
The Estonian Support Union of the Deafblind, abbreviated to ESUDB (hereinafter “the Support Union”) is a non-profit association uniting deafblind persons, parents of deafblind children, caretakers of deafblind adults, guardians and supporters in the Republic of Estonia on their free initiative and on equal grounds, that operates on the basis of self-governing by its members and may have a paid executive body.
The Support Union is a legal person governed by private law with its own articles of association, seal, bank accounts and other attributes.
The Support Union operates pursuant to the constitution, the laws, other acts and these articles of association.
The Support Union was founded in Tallinn on 16 April 1994.
The seat of the Support Union is 10318 Tallinn, Ehte 7.
The Support Union was founded for an unspecified term.
The economic year of the Support Union begins on 1 January and ends on 31 December.
II Objective and functions
The primary objective of the Support Union is to protect the interests and rights of deafblind persons through joint action, to ensure that they have opportunities equal to those of other citizens, to operate as a co-operation organisation with the State and local government, to influence social policy regarding the medical treatment, social rehabilitation and developing and implementing communication opportunities of the deafblind.
The functions of the Support Union are the following:
9.1. educational and social rehabilitation of deafblind, visually impaired and visually impaired multidisabled children and adults and improving their quality of life;
9.2. protection of the lawful rights and interests of the deafblind;
9.3. making the public aware of and finding solutions to the problems of deafblind people;
9.4. gathering and processing necessary information and communicating it to the members;
9.5. co-operating with legal and natural persons operating in similar fields;
9.6. organising in-service training;
9.7. keeping a register of deafblind persons, analysing and assessing their situation;
9.8. gathering and disseminating literature and information concerning the deafblind;
9.9. organising events, finding sponsors to raise funds.
The economic activities of the Support Union are aimed at achieving the objectives and carrying out the functions specified in the articles of association.
The activities of the Support Union are financed from funds comprising:
11.1. membership fees;
11.2. donations, allocations, gifts;
11.4. organising trainings;
11.5. ownership of shares;
11.6. interest and dividends;
11.7. other resources necessary to carry out the activities specified in the articles of association.
The Support Union may own registered immovable and movable property and conclude transactions arising from civil and commercial law in order to achieve the objectives and carry out the functions specified in its articles of association.
Deafblind people and their family members as well as caretakers and guardians of deafblind persons and, at their request, people supporting the interests of the deafblind and specialists from the relevant areas of specialisation who approve of these articles of association may become members.
Members are accepted and may resign on the basis of a written request.
The management board of the Support Union shall decide the acceptance, resignation or exclusion of a member.
Members can resign from the Support Union on the basis of a written application.
A member may be excluded from the Support Union by a resolution of the management board if that member:
17.1. does not participate in the work of the Support Union;
17.2. disregards these articles of association;
17.3. has, for good reason, lost the confidence of the Support Union.
The management board shall notify members to be excluded under paragraph 17 of their exclusion one month before the meeting. Members to be excluded have the right to participate in that meeting to present their explanation.
The exclusion of a member is decided if three-quarters of the management board are in favour.
The excluded member may request the exclusion to be considered at the next general meeting, the decision of which is final.
Rights and obligations of members:
20.1. Members of the Support Union have the right to:
20.1.1. participate in and vote at the general meeting of the Support Union;
20.1.2. be elected to the management bodies of the Support Union
20.1.3. participate in the events organised by the Support Union
20.1.4. submit proposals and inquiries concerning issues related to the Support Union
20.1.5. participate in the discussion of issues concerning their membership
20.1.6. resign from the Support Union in accordance with these articles of association.
20.2. Members are obligated:
20.2.1. to adhere to these articles of association and the decisions of management bodies in participating in the work of the Support Union;
20.2.2. not to act on behalf of the Support Union without a relevant authorisation.
V General assembly
The highest management body of the Support Union is the general meeting referred to as the general assembly.
21.1. The general assembly may be ordinary or extraordinary.
21.2. The management board shall convene an ordinary general assembly at least once a year.
21.3. The management board shall convene an extraordinary general assembly, notifying the members at least two weeks in advance. The management board shall convene an extraordinary general assembly if at least one-tenth of the members so demand in writing and indicating the reason.
21.4. The management board shall notify the members of the time, place and agenda of the ordinary general assembly in writing at least one month before the assembly is held.
21.5. The general assembly has a quorum if it was convened in adherence to all requirements arising from the law and the articles of association of the Support Union and if one-third of the members of the Support Union are represented.
21.6. A resolution on the amendment of the articles of association is adopted if two-thirds of the members or their representatives who participate in the general assembly vote in favour; the consent of nine-tenths of the members is required to change an objective.
21.7. Other resolutions of the general assembly are adopted with a simple majority of the votes.
21.8. The general assembly shall elect the management bodies on a regular basis every three years.
21.9. If the general assembly does not have a quorum, the management board shall, within three weeks, convene a general assembly with the same agenda that is competent to make resolutions regardless of the number of participants.
The general assembly is competent to:
22.1. change the objectives;
22.2. amend and supplement the articles of association;
22.3. elect the management board, chairman of the management board and members of the internal audit committee;
22.4. listen to and evaluate the reports submitted by the management board and the internal audit committee;
22.5. approve the budget and annual report;
22.6. decide on the merger, division and dissolution of the Support Union;
22.7. decide on entry into transactions involving immovable property or registered movable property of the Support Union with members of the management board or another body and appoint a representative of the Support Union in such transactions;
22.8. decide other matters, which are not placed within the competence of other bodies by law or the articles of association.
To replace withdrawn members of the management board or the internal audit committee, the next general assembly shall elect new members whose powers become effective immediately after the election and continue until the next regular election.
VI Management board
During the periods between general assemblies, a management board comprising five members, elected for a term of three years by a vote of the general meeting, manages the activities of the Support Union.
Meetings of the management board shall take place at least once per quarter.
A meeting of the management board shall be convened by the chairman or by at least two members by a written request indicating the reason.
A meetings of the management board has a quorum if more than one half of the members participate in the meeting. Upon an equal division of votes, the chairman shall have the deciding vote. If a member of the management board repeatedly fails to participate in the work of the management board or wishes to resign, the next general assembly shall elect a new member to replace him/her, whose powers become effective immediately after the election and continue until the next regular election.
Competence of the management board:
25.1. management of activities during the periods between general assemblies;
25.2. implementing the resolutions of general assemblies;
25.3. preparing the budget and monitoring its implementation;
25.4. approving the management report and presenting it to the general assembly;
25.5. deciding on the acceptance, resignation and exclusion of members;
25.6. approving the amount of membership fees;
25.7. approving the time, place and agenda of general assemblies;
25.8. representing the Support Union;
25.9. organising the registration of members;
25.10. approving the paid executive body;
25.11. other activities in accordance with the law.
25.12. In performing legal acts, the Support Union is represented by the chairman of the management board alone or by two members of the management board together.
A member of the management board may be removed in the case of significant non-performance of duties, incapacity to manage the activities of the Support Union or loss of the general assembly’s confidence.
The chairman of the management board is also the chairman of the Support Union (may be referred to as the “director”). The general assembly elects the chairman for a period of three years. Based on the economic situation of the Support Union, the position of chairman may be remunerative. The relevant decision shall be made by the management board that also determines the amount of the remuneration.
Competence of the chairman:
28.1. organises the work of the management board;
28.2. acts on behalf of the Support Union and represents it without specific authorisation;
28.3. issues authorisation documents;
28.4. is a signatory on behalf of the Support Union;
28.5. concludes, amends and terminates contracts on behalf of the Support Union;
28.6. disposes of the Support Union’s assets and funds in accordance with the articles of association and within the limits of the approved budget;
28.7. opens and closes the Support Union’s bank accounts;
28.8. ensures the organisation of accounting in accordance with the Accounting Act;
28.9. is responsible to the management board and the general assembly;
28.10. is responsible for his/her actions pursuant to the procedure established by law.
VIII Executive body
The operational activities of the Support Union are carried out by a paid executive body on the basis of the relevant decision of the management board.
30.1 organises the daily operational work pursuant to the law, the articles of association and the decisions of the management bodies;
30.2. prepares the budget for the financial year, submits it to the management board for approval and requests funds to ensure the implementation of the budget;
30.3. prepares the meetings of the management board;
30.4. if the manager is a member of the management board, he/she has the right to vote at the meetings of the management board;
30.5. organises the keeping of accounts concerning membership fees;
30.6. is a signatory within the limits of his/her authority;
30.7. is responsible to the management board;
30.8. is responsible for his/her actions pursuant to the procedure established by law.
IX Internal audit committee
The internal audit committee is an independent controlling body comprising three members elected at the general meeting for a period of three years.
The internal audit committee appoints a chairman from among its members.
Members of the internal audit committee have the right to participate in the meetings of the management board without the right to vote.
Competence of the internal audit committee:
32.1. monitors and verifies adherence to the articles of association;
32.2. verifies the execution of the budget and reports;
32.3. reviews the financial and economic activities of the Support Union at least once a year;
32.4. shall involve an auditor, if necessary;
32.5. prepares a report of its auditing activities and submits it to the general assembly the agenda of which includes approving the report.
The chairman of the management board shall ensure the organisation of the accounting of the Support Union in accordance with the Accounting Act.
The management board shall submit reports to the general assembly within six months starting from the end of the financial year. The report of the internal audit committee and the auditor’s conclusion, if there is one, shall be attached to the report.
All members of the management board shall sign the approved annual reports.
XI Merger, division, dissolution
The activities of the Support Union shall be terminated:
36.1. by a resolution of the general assembly;
36.2. upon commencement of bankruptcy proceedings against the Support Union;
36.3. upon a decrease of the number of members below two;
36.4. in case the general assembly fails to elect members of the management board.
Termination of activities may at all times be decided by a resolution of the general assembly. The resolution shall be adopted, if more than two-thirds of the members participating in two successive general assemblies, held at least three months apart, are in favour.
The management board shall submit an application concerning the dissolution to the registrar.
The liquidation proceeding following the decision of dissolution shall be carried out by members of the management board, unless the resolution of the general assembly provides otherwise.
The liquidators terminate the activities of the Support Union, collect debts, sell assets, satisfy the claims of creditors and hand the assets remaining after the satisfaction of creditors’ claims over to an organisation continuing to carry on similar non-profit activities.
The Support Union may only merge with another non-profit association. A non-profit association being acquired shall be deemed dissolved. The merger is effected without a liquidation proceeding.
The division of the Support Union is effected without a liquidation proceeding by distribution or separation pursuant to the procedure established by law.
The amendments to the articles of association were adopted at the general meeting of 24.08.2000.
Estonian Support Union of the Deafblind