Statutes
1. GENERAL PROVISIONS
1.1 The name of the non-profit association is Estonian Traditional Music Center NGO (hereinafter "association"), in short ETMC NGO or in Estonian MTÜ Eesti Pärimusmuusika Keskus. The association is a private legal entity and it is located in Viljandi in the Republic of Estonia.
1.2. The association is a voluntary association of persons the objective or main activity of which shall not be generating income from business activities.
1.3. The association is a non-profit association whose main objective is to support culture.
2. OBJECTIVES
2.1. In order to achieve its objectives, the association shall:
2.1.1. organise traditional music festivals, concerts, and other cultural events;
2.1.2. support traditional musicians;
2.1.3. organise traditional music training;
2.1.4. organise the publication and distribution of traditional music related study materials and other publications;
2.1.5. seek to popularize traditional music and organise conferences, seminars, etc;
2.1.6. establish and foster international relations in the field of traditional music;
2.1.7. offer grants on the basis of an open application procedure for study and research purposes or for engaging in creative activities pursuant to the objectives of the Statutes.
2.2. In order to achieve the objectives defined in the Statutes, the association may engage in the following business activities:
2.2.1. to possess, use, and dispose of the property of the association;
2.2.2. to acquire, transfer, and lease buildings, appliances, means of transportation, and other assets;
2.2.3. to enter into contractual relations with natural and legal persons of the Republic of Estonia;
2.2.4. to conclude contracts of employment with the employees of the association;
2.2.5. to facilitate international communication and to enter into contractual relations with foreign natural and legal persons;
2.2.6. to conduct transactions needed for achieving the objectives defined in the Statutes which are not inconsistent with the legislature of the Republic of Estonia or with the present Statutes.
3. MEMBERS OF THE ASSOCIATION
3.1. Any natural or legal person who meets the requirements of the present Statutes can be a member of the association. The association shall have at least three members. If the number of members falls under three, the Board of Management shall submit a declaration of dissolution within the period of three months.
3.2. Members are appointed by the general meeting upon the proposal of the Board of Management.
3.3. In order to become a member, the natural or legal person has to pay a joining fee the rate of which shall be determined by the Board of Management.
3.4. If a member wishes to cancel the membership, the person is required to inform the Board of Management before November 1 of the preceding year and to submit a formal application.
3.5. The decision to terminate a membership shall be made by the General Meeting. A member can be expelled from the association in case the member fails to comply with the Statutes or damages the reputation of the association to a material extent.
3.6. A person whose membership has been terminated or cancelled shall have no right to use the assets belonging to the association.
3.7. A member of the association shall assume all the rights and obligations of a member pursuant to the law.
4. GENERAL MEETING
4.1. The highest body of the association is the General Meeting.
4.2. All the questions concerning the management of the association which are not placed within the competence of the Board of Management or the Committee shall be decided by the General Meeting.
4.3. The following powers shall be vested in the General Meeting:
4.3.1. to alter the present Statutes;
4.3.2. to change the objectives of the association;
4.3.3. to appoint the members of the Committee;
4.3.4. to call for a review or audit;
4.3.5. to approve or amend the budget;
4.3.6. to approve the annual report;
4.3.7. to determine the rate of joining and membership fees;
4.3.8. to decide whether to enter into a transaction with or to submit a claim against a member of the Committee and to appoint a representative of the association for dealing with these matters;
4.3.9. to decide on other matters which according to the laws or the Statutes are not placed within the competence of some other body.
4.4. The General Meeting shall be convened by the Board of Management at least twice a year.
4.5. The Board of Management is obligated to convene the General Meeting in case 1/10 of the members of the association demand it stating their reasons in writing.
4.6. The members should be given advance notice of the convening of the General Meeting not less than seven days before the date fixed for the meeting.
4.7. The General Meeting constitutes a quorum only if more than half of the members of the association are present.
4.8. In case the general meeting is not able to reach a decision based on article 4.7., the Board of Management shall convene a new General Meeting with the same agenda within the period of three weeks. The new General Meeting has the authority to pass resolutions regardless of the number of members present but only if more than three members of the association attend or are represented at the General Meeting.
4.9. Every member of the association has one vote. A member shall not vote if entry into a transaction with that member or with a person with equivalent economic interests or commencement or termination of a court dispute against the member or such person is being decided by the association.
4.10. Members of the association or their representatives acting under unattested proxy have the right to attend and vote at the General Meeting.
4.11. A member of the association who is also a member of the Board of Management or some other body is not allowed to cast a vote on matters regarding submitting a claim against that person. Such votes shall no be taken into consideration when determining representation.
4.12. Consent of the member is required to terminate or alter the rights or duties assigned to the member which differ from those of other members.
4.13. Resolutions of the General Meeting shall be adopted in case more than half of the members present at the General Meeting vote in favour of the resolution unless provided otherwise in the present Statutes.
4.14. A resolution of the General Meeting shall be adopted without convening the General Meeting only in case all the members of the association vote in favour of the resolution in writing.
4.15. Resolutions concerning altering the Statutes shall be passed only in case all the members of the association or their representatives vote in favour of the resolution. The alterations to the Statutes take effect after they have been listed in the register.
4.16. Resolutions concerning changes in the objective of the association shall be passed only in case all the members of the association vote in favour of the resolution.
4.17. The General Meeting has the right to adopt resolutions on matters of which notice was given upon calling the General Meeting. Resolutions on matters of which notice was not given upon calling the General Meeting shall be adopted only if all members of the association participate or are represented at the General Meeting.
5. BOARD OF MANAGEMENT
5.1. The Board of Management has one member (the Director).
5.2. The Director is appointed by the Committee. The term of office of the Director is three years.
5.3. A member of the Committee or a bankrupt shall not be the Director.
5.4. The Director may be removed at any time regardless of the reason by a resolution of the Committee, but the rights and obligations of the Director arising from the contract terminate pursuant to the contract.
5.5. The Director organises the work of the association and the registration of members.
5.6. The Director organises the accounting of the association pursuant to the Accounting Law.
5.7. The Director shall discuss and take decisions on every-day matters which according to the Statutes are not placed within the competence of the General Meeting or the Committee.
5.8. The Director shall provide the members of the Committee with necessary information concerning the management of the association and upon request present a corresponding report.
5.9. The Director may be paid remuneration based on his/her duties and the financial situation of the association. The size of the remuneration and the procedure for payment shall be determined by he committee.
5.10. The director shall represent the association without the letter of authority and pursuant to the Statutes.
6. OTHER BODIES
6.1. The Committee of the association consists of five to seven members.
6.2. The General Meeting shall appoint and remove the members of the Committee. The term of office of the Committee is three years.
6.3. The Director or a bankrupt or any person with an equivalent economic interest cannot be members of the Committee.
6.4. Members of the Committee elect a Chairman amongst themselves who shall organise the work of the Committee.
6.5. The Committee shall represent the association in conducting transactions or resolving disputes with the Director.
6.6. The Committee shall have the right to examine all the documents of the association and audit the accuracy of accounting, verify the existence of assets and to monitor the compliance of the activities of the association to the rules and the Statutes.
6.7. A member of the Committee may be removed at any time regardless of the reason by a resolution of the General Meeting.
6.8. The following powers shall be vested in the Committee:
6.8.1. to appoint and remove the Director;
6.8.2. to approve the programmes, budgets, and reports on the implementation of the budgets of cultural projects and events.
6.9. The Director is required to have the consent of the Committee before entering into transactions which are not part of everyday business activity.
6.10. The meetings of the Committee are held when necessary but at least twice a year. The meeting shall be convened by the Chairman of the Committee or a member of the Committee representing the Chairman.
6.11. The meeting of the Committee shall be convened in case the Director or a member of the Committee demands it.
6.12. The meeting of the Committee constitutes a quorum only if more than half of the members of the Committee are present.
6.13. Minutes of the meeting of the Committee shall be kept. The minutes shall be signed by the Chairman of the Committee or a member of the Committee representing the Chairman. The minutes shall include the dissenting opinions of the members of the Committee which are confirmed by the signature of the respective members of the Committee.
6.14. Resolutions of the meeting of the Committee shall be adopted in case more than half of the members of the Committee participating the meeting vote in favour of the resolution.
6.15. A resolution of the meeting of the Committee shall be adopted without convening the meeting of the Committee only in case all the members of the Committee vote in favour of the resolution in writing.
6.16. Every member of the Committee has one vote. A member of the Committee cannot abstain from voting or remain undecided.
6.17. The members of the Committee may be paid remuneration based on their duties and the financial situation of the association. The size of the remuneration and the procedure for payment shall be determined by the General Meeting.
7. FINANCIAL RESOURCES
7.1. The financial resources of the association consist of:
7.1.1. joining and membership fees;
7.1.2. donations and sponsorship;
7.1.3. financial resources from funds and foundations;
7.1.4. loans from Estonian and foreign credit institutions;
7.1.5. other income.
8. REPORTING
8.1. After the end of the financial year, the Director shall compile an annual accounting report and management report pursuant to the procedure prescribed by the law.
8.2. The Director shall submit the reports to the General Meeting within six months from the end of the financial year. If the association has an internal audit committee or an auditor, the reports shall also include the auditor's report or the conclusion of the internal audit office.
8.3. The annual financial report shall be approved by the General Meeting. The approved annual financial report shall be signed by the Director.
9. SUPERVISION
9.1. The General Meeting may call for an audit or review in order to exercise supervision over the activities of the Director or the Committee. The Director or the accountant of the association shall not be the controller or the auditor.
9.2. The Director or the members of the Committee have to provide the controller or the auditor with all the documents and information needed for conducting an audit.
9.3. The controllers or auditors shall compile a report based on the results of the audit which shall be submitted to the General Meeting.
10. MERGER, DIVISION, AND DISSOLUTION OF THE ASSOCIATION
10.2. Mergers, divisions, and dissolutions shall be carried out pursuant to the procedures prescribed by the law.
10.2. In case of dissolution, after the claims of creditors are met, the remaining assets shall be given to a non-profit association or foundation with similar objectives, a public legal entity, the state or the local government.
11. PRESERVATION OF DOCUMENTS
11.1. The liquidators shall deposit the documents of the association themselves or keep them in an archive. If the liquidators have not appointed a depositary for the documents, the court shall do that.