|Articles of Association|
Translated from Estonian
Estonian Fund for Nature
Articles of Association
The Articles of Association of Estonian Fund for Nature have been adopted at the foundation meeting held on February 1, 1991, and changed at the meeting of Board on 27th April 2007.
I. Name, location, aim and term of the fund
1.1. The name of the foundation shall be "Sihtasutus Eestimaa Looduse Fond". The official abbreviation of the name of the Fund shall be "ELF". The name of the Fund in English shall be "Estonian Fund for Nature" (hereinafter: the Fund).
1.2. The location of the Fund shall be the city of Tartu.
1.3. The aim of the Fund shall be protection of Estonian nature and environment.
1.4. To achieve its aims the Fund shall:
a) accumulate and distribute money and other resources for nature and environment protection,
b) organise economic and moral support to environmental projects involving research, implementation of practical protective measures and informing the public,
c) initiate and, if necessary, implement nature and environment protection projects.
d) pays out stipends for conservation work.
1.5. The Fund has been founded as termless.
II. Order of transfer of assets to the Fund, use of assets of the Fund and division of assets in liquidation of the Fund
2.1. The assets of the Fund shall comprise donations, gifts, inheritances, single-purpose allocations and other legal revenue obtained by the Fund in the course of its activities.
2.2. Assets received by the Fund shall be promptly reflected by the Executive Commitee of the Fund (hereinafter: the Executive Commitee) in the accounting documents of the Fund.
2.3. Cash income to the Fund shall be received by the persons authorised by the Executive Commitee who transfer it to the bank account of the Fund.
2.4. Non-monetary resources acquired by the Fund shall be received by the persons authorised by the Executive Commitee who appraise them and take actions necessary to prove the transfer of the right of property to the Fund.
2.4. Single-purpose allocations received by the Fund shall be registered by the Executive Commitee in the accounts with a respective notice and used in accordance with requests of the donor. The Executive Commitee of the Fund may not receive single-purpose allocations which do not correspond to the aims of the Fund or have been made with illegal intent.
2.5. The Executive Commitee may use single-purpose allocations for covering administrative costs in the extent approved by the Board of the Fund (hereinafter: the Board).
2.6. The Executive Commitee shall submit to the Board a report of assets received at least one in every four months.
2.7. The Board of the Fund shall form fixed assets and capital of circulation out of resources received by the Fund, determining the system and procedures of their use with its resolution.
2.8. No payments shall be made from the fixed assets (with the exclusion of payments approved with 3/4 of votes of total membership of the Board) and they are invested as determined by the Board. Revenue received from investment shall be used for achievement of aims as determined in the Articles of Association.
2.9. The capital of the circulation of the Fund is formed on the basis on profit earned from the fixed assets and other assets received by the Fund which are not included in the fixed assets by the Board.
2.10. The head of the working team of a project or the recipient of financial support with whom the Executive Commitee concludes a contract shall be responsible for purposeful use of financial allocations made by the Fund.
2.11. In liquidation of the Fund the assets retained after meeting the claims of creditors shall be, in accordance with the decision made by the liquidators, transferred to other non-profit organization(s) or foundation(s) whose aims concern nature and environment protection and who are (are) enlisted in the register of organizations of income tax incentives or to legal person(s) in public law.
3.1. The activities of the Fund shall be organised and administered by the Executive Commitee and the Board.
3.2. The Board shall plan the Fund’s activities, organize management of the Fund and carry out supervision over the activities of the Fund.
3.2.1. The Board shall have from twelve to fifteen members. Every even year the Board shall reelect a third of its membership. The members of the Board shall have no right to vote on his/her appointment for the subsequent term.
3.2.2. A member of the Board may be removed by a resolution of the of the Board, if the member has caused damage to the Fund. The members of the Board shall have no right to vote on the issue of their removal. A member of the Board may be removed with 2/3 of participating votes .
3.2.3. The Board shall:
a) approve the annual budget of the Fund,
b) approve the annual financial report,
c) approve the order of use and disposal of assets of the Fund,
d) approve the order of formation of fixed and liquid assets of the Fund,
e) approve projects of the Fund and respective budgets for the subsequent year,
f) decide issues concerning investments of assets of the Fund,
g) approve salaries and fees of the Executive Commitee,
h) approve the list of salaried employees of the Fund,
i) grant to the Executive Commitee approval for transactions involving acquisition or termination of participation in commercial undertakings, transfer, acquisition or encumbrance of immovables or registered movables
with law of property, or for transactions the volumes of which exceed the limit approved by the Board;
j) appoint and remove members of the Executive Commitee,
k) annually appoint an auditor,
l) elect Chairman of the Board from among its members,
m) form and dissolve committees, working teams and other structural units,
n) perform other tasks in accordance with law and its Articles of Association.
3.2.4. A meeting of the Board has a quorum if more than one-half of the members of the Board participate.
3.2.5. A resolution of the Board shall be adopted if more than one-half of the members of the Board who participate in the meeting vote in favour.
3.2.6. The meetings of the Board shall be held when necessary but not less frequently than once every year. A meeting of the Board shall be called by the Chairman of the Board. The members shall be notified of a meeting of the Board at least two weeks in advance. The notice of the meeting must comprise the agenda.
3.2.7. The Board shall make resolutions obligatory for the Executive Commitee and salaried employees of the Fund.
3.2.8. Fees approved by the Executive Commitee may be paid to the members of the Board.
3.3. The Executive Commitee represents and manages the affairs of the Fund.
3.3.1. The Executive Commitee shall have three till five members and shall be appointed by the Board for one year.
3.3.2. The Executive Commitee shall elect Chairman and Vice Chairman from among its members.
3.3.3. A member of the Board may not be appointed a member of the Executive Commitee.
3.3.4. The Board may remove a member of the Executive Commitee for compelling reason. The removal of the member of the Executive Commitee must be approved by 2/3 majority vote of the Board. Rights and obligations ensuing from contracts concluded with a removed member of the Executive Commitee shall terminate in accordance with the contracts.
3.3.5. The Executive Commitee shall:
a) use and dispose the assets of the Fund in accordance with resolutions of the Board and keeps account of the assets of the Fund,
b) organise the accounting of the Fund in accordance with Accounting Act and other legislation, and adopt internal accounting regulations of the Fund,
c) employ and discharge employees in accordance with lists of employees approved by the Board,
d) compile the annual report of the fund and draft budget and submit these to the Board for approval,
e) inform mass media and the public of activities of the Fund,
f) submit to the Board at least once in every four months a report of economic activity and economic situation of the Fund. The Executive Commitee shall promptly inform the Board of significant deterioration of the economic situation of the Fund and other important circumstances connected with the economic activity of the foundation,
g) approve appointments of heads of working teams set up for specific projects. The head shall report to the Executive Commitee about the activity of the working team in accordance with requirements of the Executive Commitee at least once a year. In the interim period the working team shall act independently in accordance with the project approved by the Board,
h) perform other tasks in accordance with the law, the present Articles of the Association and the resolutions of the Board.
3.3.6. The Fund shell be represented by the members of the Executive Commitee. In transactions with third parties Chairman and Vice-Chairman of the Executive Commitee have a right of personal representation, other members of the Executive Commitee have a right of joint representation in transactions with third parties.
3.3.7. Remuneration of the Executive Commitee shall be determined by the Board.
3.2.8. A meeting of the Executive Commitee shall be competent, if at least three members participate.
3.2.9. A resolution of the Executive Commitee shall be adopted, if more than one-half of the members of the Executive Commitee who participate in the meeting vote in favour. If the votes are divided evenly, the vote shall be decided by the vote of the Chairman of the Executive Commitee or the Vice Chairman replacing him or her.
3.3.10. The Executive Commitee of the Fund shall be called by the Chairman of the Executive Commitee. The members of the Executive Commitee shall be notified of a meeting of the Executive Commitee at least seven days in advance. The notice of the meeting must comprise the agenda.
3.3.11. The Executive Commitee may appoint third persons to perform its tasks.
3.3.12. The meetings of the Executive Commitee shall be held at least four times a year.
3.4.1. The auditor of the Fund shall be appointed for one year, or, if necessary, removed before the end of the term by the Board with its resolution.
3.4.2. Issues concerning the remuneration of the auditor shall be approved by the Board.
IV. Procedure of changing the Articles of Association
4.1. The Articles of Association of the Fund may be changed only in accordance with law and permission of a court, and in keeping with the aims of the Fund.
4.2. The Articles of Association may be changed on the aforementioned conditions by a resolution adopted by 3/4 of total membership of the Board.
V. Dissolution, merger and division of the Fund
5.1. The Fund shall be dissolved in cases prescribed by law.
5.2. The Board of the Fund has a right to dissolve the Fund if the assets of the Fund decrease under the level necessary for achieving the aims of the Fund.
5.3. Merger and division of the Fund shall be carried out in cases prescribed by law, if the achievement of the aims of the Fund in existing conditions becomes impossible or extremely impractical. The resolution about merger or division has to be adopted with the votes of at least of 3/4 members of the Board.
2 May 2007.
Chairman of the Executive Committee