1. GENERAL PROVISIONS
1.1. The non-profit association Eesti Metsloomauuringud (hereinafter the Association) is an association of persons who have joined voluntarily and that operates according to democratic principles and in the public interest.
1.2. The Association's legal address is Pargi-5, Saksi, Tapa vald, 45010 Lääne-Virumaa.
1.3. The Association is governed in its activities by the legislation of the Republic of Estonia and these Articles of Association.
1.4. The Association may own property and have its own symbols and seal.
2. PURPOSE AND ACTIVITIES OF THE ASSOCIATION
2.1. The purpose of the Association is to support the conservation and scientific study of wildlife in Estonia.
2.2. The purpose of the Association is not to earn profit through economic activity.
2.3. In pursuit of its purpose, the principal activities of the Association are:
2.3.1. conducting wildlife research in accordance with generally accepted scientific methodology;
2.3.2. carrying out applied projects, using research results, that are necessary for the knowledge-based protection of species and habitats;
2.3.3. raising public awareness of wildlife;
2.3.4. ensuring the proper maintenance of the Association's property;
2.3.5. engaging in economic activity in pursuit of the purposes set out in these Articles of Association;
2.3.6. performing other duties arising from the purposes set out in these Articles of Association.
3. CONDITIONS AND PROCEDURE FOR ADMISSION TO AND WITHDRAWAL FROM THE ASSOCIATION
3.1. The founding members of the Association are the persons who entered into the memorandum of association and adopted these Articles of Association.
3.2. In addition to the founding members, any natural or legal person may become a member of the Association if they wish to pursue activities consistent with the purpose of the Association, submit a written application to the Management Board in the form approved by the Management Board, undertake to comply with these Articles of Association, and pay the membership fee approved by the General Meeting.
3.3. Admission to membership of the Association is decided by the General Meeting by a simple majority.
3.4. To withdraw from the Association, a member shall submit a written application to the Management Board. The decision on withdrawal shall be adopted by the Management Board by a simple majority at the next Management Board meeting following submission of the application. A departing member of the Association must settle all outstanding obligations to the Association.
3.5. A member may be expelled from the Association by a decision of the Management Board if the member:
3.5.1. has not paid the membership fee for at least two financial years;
3.5.2. repeatedly violates these Articles of Association or causes material damage to the reputation of the Association;
3.5.3. knowingly submitted false information when applying for membership, as a result of which their admission to the Association was unlawful.
3.6. Expulsion of a member of the Association shall be decided by the Management Board at its meeting. The member concerned shall be notified in writing of the discussion of the matter at least two weeks before the meeting. The member is entitled to attend the Management Board meeting and speak during the consideration of their expulsion. A member shall be expelled by a simple majority of the Management Board.
4. RIGHTS AND OBLIGATIONS OF MEMBERS
4.1. A member of the Association has the right to:
4.1.1. participate and vote at the General Meeting of the Association;
4.1.2. be elected to the Management Board and other bodies of the Association;
4.1.3. participate in the activities of the Association and exercise other rights provided for in these Articles of Association;
4.1.4. receive information about the activities of the Association from the Management Board;
4.1.5. make proposals on matters concerning the activities of the Association.
4.2. A member of the Association is required to:
4.2.1. participate actively in the activities of the Association;
4.2.2. comply with these Articles of Association and the decisions of the other bodies of the Association when participating in its activities;
4.2.3. pay the membership fee by the deadline set by the General Meeting;
4.2.4. provide the Management Board with their contact details for maintaining membership records and communicating information about the activities of the Association, and notify the Management Board of any changes to those details within one month;
4.2.5. safeguard the property of the Association;
4.2.6. uphold and protect the name and reputation of the Association.
5. GENERAL MEETING
5.1. The highest governing body of the Association is the General Meeting, at which every member of the Association has one vote.
5.2. In addition to the matters provided for by law, the General Meeting is competent to:
5.2.1. determine the number of members of the Management Board;
5.2.2. elect and remove the Audit Committee;
5.2.3. determine the amount of the membership fee and the procedure for its payment;
5.2.4. decide on the transfer of immovable property and movable property subject to registration belonging to the Association, decide on encumbering such property with rights in rem, and determine the terms of those transactions;
5.2.5. decide other matters that have not been assigned by law or these Articles of Association to the competence of another body of the Association.
5.3. The General Meeting of the Association shall be convened by the Management Board:
5.3.1. to approve the annual report;
5.3.2. if at least one-fifth of the members of the Association request it in writing and state the reason;
5.3.3. in other cases when the interests of the Association so require.
5.4. To convene a General Meeting, the Management Board shall publish a public notice at least seven days before the meeting, stating the time, place, and agenda of the meeting, or shall send each member of the Association a written notice containing the same information by email at least seven days before the meeting. Members of the Association may add items to the agenda only within three days of receiving the notice of the General Meeting.
5.5. The General Meeting has a quorum if more than one-third of the members of the Association or their representatives are present. If fewer than one-third of the members or their representatives are present, the Management Board shall convene another General Meeting with the same agenda no earlier than one week and no later than three weeks later. The reconvened General Meeting is competent to adopt decisions regardless of the number of members represented at the meeting.
5.6. A change to the purpose of the Association requires the votes of nine-tenths of the members of the Association.
5.7. Amending these Articles of Association or dissolving the Association requires a majority of more than two-thirds of the members or their representatives who participate in the General Meeting.
6. MANAGEMENT BOARD
6.1. The Association is managed and represented by a Management Board consisting of at least three members. The Management Board shall elect a Chair from among its members.
6.2. Members of the Management Board are appointed by the General Meeting for a term of up to five years.
6.3. Every member of the Management Board has the right to represent the Association in all legal transactions.
6.4. For transactions carried out on behalf of the Association with a value exceeding fifteen thousand (15,000) euros, the Management Board must obtain the prior consent of the General Meeting.
6.5. The Management Board may adopt decisions if more than half of its members participate in the meeting.
6.6. If the Management Board consists of more than one member, a decision of the Management Board requires a majority of the votes of the Management Board members who participate in the meeting.
6.7. A member of the Management Board may be paid remuneration.
7. SUPERVISION OF THE ASSOCIATION
7.1. To review the economic activities and the state of the property of the Association, the General Meeting may appoint an Audit Committee for a term of three years consisting of between one member (an auditor) and three members (1–3).
7.2. The Audit Committee is accountable only to the General Meeting.
7.3. The Audit Committee has the right to attend meetings of the Management Board without the right to vote.
8. ECONOMIC ACTIVITIES AND PROPERTY OF THE ASSOCIATION
8.1. The Association shall maintain accounts and pay taxes in accordance with the procedure prescribed by law.
8.2. The financial year of the Association begins on 1 January and ends on 31 December.
8.3. The assets of the Association comprise:
8.3.1. membership fees;
8.3.2. earmarked allocations, donations, and project grants;
8.3.3. income from providing paid services and organising events that arise from the purposes set out in these Articles of Association;
8.3.4. property transferred under contract by the state or a local authority;
8.3.5. monetary and in-kind donations from domestic and foreign natural and legal persons, sponsorship, and other receipts permitted by law.
8.4. The Association may own any property necessary to achieve the purposes set out in these Articles of Association, provided that owning such property is not contrary to law.
8.5. The Association is liable for its obligations with its assets. A member of the Association has no right to the property of the Association. Members are not liable for the financial obligations of the Association.
9. MERGER, DIVISION, AND DISSOLUTION
9.1. The merger, division, and dissolution of the Association shall take place in accordance with the procedure prescribed by law.
9.2. Dissolution of the Association shall be decided by the General Meeting. A resolution is adopted if more than two-thirds of the members present or represented at the General Meeting vote in favour of it.
9.3. Upon dissolution of the Association, any property remaining after the claims of creditors have been satisfied shall be transferred to a non-profit association with a similar purpose or to a legal person governed by public law.