Articles of Association of the Network of Estonian Nonprofit Organizations
The Articles of Association of the Network of Estonian Nonprofit Organizations were adopted on 19 September 1996 and amended in accordance with resolutions of the general meeting as of 13 October 1999, 16 March 2002, 12 April 2007, 22 May 2009 and 22 May 2012. The Network of Estonian Nonprofit Organizations is a legal successor of the Estonian Foundation Centre established on 10 October 1991.
- The Network of Estonian Nonprofit Organizations (hereinafter referred to as the NENO, Eesti Mittetulundusühingute ja Sihtasutuste Liit in Estonian) is an organization located in Tallinn and established for joint implementation and protection of public interests of Estonian non-governmental organizations.
- The main objectives of the NENO include promoting joint activity of nonprofit associations and foundations operating in Estonia, standing up for the common interests of members, introducing and implementing good practices of joint activities, and involving the public and members of the NENO in the development of the civil society in Estonia.
- In accordance with law the NENO may issue grants and engage in training activities.
- Every nonprofit association or foundation registered in Estonia and acting in public interests may apply for admission to NENO membership.
- In order to be admitted among the members of the NENO a nonprofit association or foundation must submit an application on a prescribed format and other required documents to the management board of the NENO. The decisions on admission to NENO membership shall be taken by the supervisory board of the NENO within a month or, in the event of disaccord with a decision of the latter, by the next general meeting.
- All the rights and obligations of a member shall arise after payment of the entrance fee and membership fee for the current year. The accounting of the members and fees shall be kept by the management board.
- In order to withdraw from the NENO membership, the member shall submit to the management board an application which will be satisfied within a month if the member has paid all its debts before the NENO, incl. the membership fee for the current year.
- A member can be excluded from the NENO with a 2/3 majority of votes in favour in accordance with the procedure and on the basis provided for in law if the member does not follow the code of ethics of Estonian nonprofits or does not pay membership fee or does not any longer comply with the requirements for admission.
- The management board shall notify the member under exclusion of the meeting held by the supervisory board on the exclusion proposal not later than two weeks in advance. The member under exclusion shall have the right to submit its explanations and require the discussion of the issue at the general meeting in accordance with law.
- The rights and obligations of the NENO members shall arise from law, the Articles of Association and resolutions of the general meeting.
- The supervisory board may establish special (e.g. supporter or honorary member) statuses outside NENO membership, to whom the rights and obligations of the NENO members arising from law and the Articles of Association do not apply.
- The general meeting of the NENO shall have all the rights arising from law and not granted within the competence of the supervisory board.
- The general meeting shall be held not less often than once a year in the cases and in accordance with the procedure prescribed in law or when necessary. Notice of the general meeting shall be given by e-mail not later than 14 calendar days in advance. The general meeting shall have a quorum regardless of the number of participants.
- In between general meetings the duties of the general meeting shall be performed by a meeting of proxies (in the Articles of Association and everyday administration referred to as the supervisory board). In addition to that provided for in law and the Articles of Association the competence of the supervisory board shall also include election of members of the management board, exercise of supervision over the activities of the management board, extension and restriction of the right of representation of the management board, and approval of the NENO budget, activity plan and annual reports prepared by the management board before the submission thereof to the general meeting.
- The members of the supervisory board shall be elected by the general meeting from among the candidates presented by the NENO members in accordance with law for three years. The supervisory board shall consist of 7–10 members. The exact number of members of the supervisory board shall be determined by the general meeting during each election of the composition thereof.
- A member of the supervisory board may resign before the expiry of his/her authorizations notifying the supervisory board thereof not later than one month in advance. A member of the supervisory board may be removed by the general meeting if the member’s activity does not comply with the code of ethics of Estonian nonprofits or good practices and damages the reputation of NENO.
- The supervisory board shall approve its work organization and elect the chairperson from among themselves. The provisions of law and the Articles of Association regarding the general meeting shall not apply to convening and holding of meetings of the supervisory board.
- The NENO shall be directed and represented in its everyday activities by the management board consisting of one to five members and elected by the supervisory board for up to three years. The procedure for remuneration of and entry into contracts with members of the management board shall be within the capacity of the supervisory board.
- The provisions of law shall apply in all situations not prescribed for in the Articles of Association.
- The merger, division and liquidation of the NENO shall take place in accordance with the procedure prescribed in law.
- The assets remaining upon liquidation shall be given to a legal person included in the list of non-profit associations, foundations and religious associations benefiting from income tax incentives approved by the Government of the Republic or to a legal person in public law.