Nonprofit Organisation ESTONIAN ASSOCIATION OF DISABLED WOMEN statutes
1. General Provisions
1.1. The non-governmental organisation ESTONIAN ASSOCIATION OF DISABLED WOMEN (acronym EPNÜL (from the Estonian name), hereafter the Association) is the legal successor of the Estonian Union of Disabled Women, which was confirmed at the founding meeting on 26.09.1998. The name change from Union to Association took place at the general meeting on 27.04.2013.
1.2. EPNÜL works in public interest as an Association of NGOs that unite women/girls with disabilities and/or special needs and their families. In its activities, the Association is guided by the legislation of the Republic of Estonia, the Code of Ethics of Non-Governmental Organisations, the European Manifesto for Women with Disabilities, the UN Convention on the Rights of Persons with Disabilities and these statutes.
1.3. The Association is a voluntary, non-profit making legal entity.
1.4. The location of the Association is Tallinn, Republic of Estonia, and has been established for an indefinite period.
1.5. The main objectives of the Association are to bring together and involve NGOs uniting women/girls with disabilities and/or special needs to stand up for the social and economic rights of these citizens in order to increase and develop active citizenship in the field of equal rights for people with disabilities. The aim of the Association is to help women/girls with disabilities and or special needs in crisis and their families to adapt to and cope with changed economic conditions and living arrangements through Associations's statutory activities.
1.6. The financial year of EPNÜL starts on the 1st of January and ends on the 31st of December.
2. The activities of EPNÜL
2.1. All objectives in accordance with the Statutes of the Association and the legislation of the Republic of Estonia and the activities implemented for their fulfillment are set out in EPNÜL's development plan or action programs.
2.2. The Association provides services and may issue scholarships and engage in training activities in accordance with the law.
2.3. The main activity of the Association may not be the generation of income through economic activities. The revenue of the Association may be used only for the achievement of its statutory objectives. The Association may not distribute profits among its members.
3. EPNÜL’s members, admission, resignation and expulsion of members.
3.1. Members in the Association may be natural persons and non-governmental organisations which recognise the basic objectives of the Association set out in these Statutes.
3.2. A member of the Association participates in the activities through its authorised representative(s) who wish to develop activities in accordance with the objectives of EPNÜL.
3.3. The applicant union shall submit the following documents to the Board of the Association: a written statement with contact details, a statute which must provide for the representation or protection of the interests of women and families with disabilities and/or special needs, and the number of members.
3.4. Admission to become a member of the Association shall be decided by the Board within one month by a simple majority. In advance, the Board checks the received documents and concludes a cooperation agreement.
3.5. Membership takes effect after payment of the membership fee if the amount has been previously agreed by the general meeting.
3.6. To resign from the Association, a member shall submit a written application, which shall be decided on by the Board within one month of receiving the application.
3.7. A member of EPNÜL may be expelled from the Association by a simple majority on the basis of a decision of the Board if the member has not participated in a general meeting or event during the last three years or has morally and financially damaged the Association.
3.8. A member expelled by the Board has the right to request a new discussion of this issue at the general meeting following the expulsion.
3.9. In the event of the death of a natural person member or the liquidation of a legal person member, their membership in the Association shall terminate.
3.10. The Association may have supporting members and volunteers who wish to develop activities in line with the objectives of EPNÜL.
4. Rights and obligations of members.
4.1. A member has the right to:
4.1.1. take part in the activities of the Association
4.1.2. make proposals and requests to the Association
4.1.3. to receive information on the activities of the Association
4.1.4. to submit their representative to the Board of the Association and to other elected bodies for election.
4.2. A member is obliged to:
4.2.1. participate in the annual meetings of the Association
4.2.2. pay the membership fee in the amount and by the time determined by the general meeting
4.2.3. notify the Board of changes in the composition and details of its Board
4.2.4. to preserve and defend the honor and reputation of the Association, to uphold the objectives and principles of the Association.
5. Competence of the general meeting of the Association, convening of the meeting and procedure for adoption of decisions
5.1. The competence of the general meeting of the Association includes:
5.1.1. amendment of the Statutes of the Association;
5.1.2. change of purpose;
5.1.3. amending and approving the action and development plan;
5.1.4. approval of the budget and action plan;
5.1.5. approval of the financial report (accounting and activities);
5.1.3. approval of the amount of entrance and membership fees and the principles of collection;
5.1.4. appointment and removal of members of the Board;
5.1.5. if necessary, appointment of the size and members of the auditor or audit committee;
5.1.6. supervising the activities of the Board and any contractual employees;
5.1.7. deciding to enter into a transaction with a member of the Board or any other body prescribed by the Statutes of the Association, determining the terms of the transaction, deciding to hold a legal dispute and appointing a representative of the Association in such transaction or dispute;
5.1.8. deciding on dissolution, merger and division;
5.1.9. deciding on other issues which are not within the competence of the law or the Board provided by the Statutes.
5.2. convening of the general meeting of the Association:
5.2.1. the general meeting of the members of the Association is convened if necessary, but not less than once a year;
5.2.2. the time, place and agenda of the general meeting shall be notified to the members not later than seven days before the general meeting;
5.2.3. an extraordinary general meeting is convened on the initiative of the Board or pursuant to the procedure provided by law;
5.2.4. a member of the Association is represented at the general meeting through their authorised representative. Each union which has acceded to the Association shall have one vote.
5.3. Decision-making procedure:
5.3.1. a general meeting has a quorum if more than half of the members of the Association participate or are represented at it. If the general meeting does not have a quorum, the Board may convene it a second time with the same agenda. The general meeting convened for the second time has a quorum regardless of the number of members present;
5.3.2. a resolution of the general meeting is adopted if more than half of the members of the Association or their representatives who participated in the meeting vote in favor of it and the law does not prescribe the requirement of a larger majority of votes;
5.3.3. a decision to amend the Statutes of the Association is adopted if a majority of at least 2/3 of the votes have voted in favor of it. An amendment to the Statutes of the Association shall enter into force upon its entry in the register. An application for entry of an amendment to the Statutes of the Association in the register shall be accompanied by the decision to amend the Statutes of the Association and the new text of the Statutes of the Association;
5.3.4. a decision to change the purpose of the Association is adopted if 9/10 of the members of the Association vote in favor of it. The consent of a member who did not participate in the general meeting must be submitted in writing;
5.3.5. the resolution of the general meeting shall be deemed adopted without convening the meeting if all members of the Association vote in favor of the resolution in writing;
5.3.6. a court may, on the basis of a petition of a member of the Association, revoke a resolution of a general meeting which is in conflict with law or the Statutes of the Association if the petition is submitted within three months after the adoption of the resolution.
6. The Board of the Association.
The Board of the Association has three to seven members. The Chairwoman of the Association is elected by the general meeting. If necessary, the Board shall elect a Deputy Chairperson. The Board is elected for three years. If necessary, it is possible to appoint a Supervisory Board next to the Board of the Association, which advises on the implementation of the statutory objectives.
6.1. Right of representation:
6.1.1. EPNÜL is managed and represented by the Board.
6.1.2. a member of the Board must be a natural person with active legal capacity. At least half of the members of the Board must be persons residing in Estonia;
6.1.3. the members of the Board represent the Association jointly and severally, i.e. the Chairperson or Deputy Chairperson of the Board has the right to represent the Association independently. The right of representation of the Board may be extended by a resolution of the general meeting;
6.2. Responsibility of the Board:
6.2.1. the Board bases its work on these Statutes of the Association and the action program approved by the general meeting and the legislation of the Republic of Estonia;
6.2.2. the Board divides the areas of activity and responsibilities between the members of the Association;
6.2.3. the Board submits to the general meeting for approval the budget of EPNÜL for the next financial year, the action plan, makes proposals for the adjustment of the current action program;
6.2.4. the Board must provide the members of the Association with the necessary information about its activities;
6.3. Removal of a member of the Board:
6.3.1. a member of the Board may be removed in the event of significant default or inability to lead the Association. The recall shall be decided by the general meeting;
6.4. Decision of the Board:
6.4.1. the Board has a quorum if more than half of the members of the Board are present;
6.4.2. the Board may take decisions without convening a meeting if all members of the Board vote in favour of it in a manner that allows for written submission;
6.4.3. when convening, the Board has the right, at its discretion, to request the necessary experts to participate in the meeting as consultants or experts who have a say at the meeting;
6.4.4. the Board shall recruit and dismiss contractual employees and recruit and supervise volunteers of the Association. The agreements are signed by the Chairwoman of the Board of EPNÜL.
7. Assets, economic activities and supervision.
The Association shall possess, use and dispose of its assets in accordance with its Statutes. The revenue of the Association may be used only for the achievement of its statutory objectives. Income received from the use of the Association's assets and other activities shall not be distributed among the members of the Association.
7.1. The Association shall have its own website, accounts, budget, its own bank accounts and a seal with its name and insignia.
7.2. The assets and funds of the Association shall consist of:
7.2.1. entrance and membership fees;
7.2.2. ad hoc allocations, donations, sponsorships;
7.2.3. charitable events;
7.2.4. publishing activities;
7.2.5. and other sources permitted by law.
7.3. The Association shall not distribute its assets or income, nor shall it provide any material or financial assistance to its members.
8. Reporting and monitoring.
8.1. The lawful use of EPNÜL's funds and assets and the compliance of the activities and accounting of the Board of the Association with Estonian law and the Statutes of the Association shall be verified by an auditor.
9. Merger, division, termination.
9.1. the merger, division and dissolution of the Association shall take place pursuant to the procedure prescribed by law.
9.2. upon dissolution of the Association, the remaining assets of the Association shall be transferred to a non-profit organisation or a legal person governed by public law with the income tax relief of the Government, after the claims of the creditors have been satisfied.
These Statutes were adopted on April 27, 2013 at the general meeting of the Estonian Association of Disabled Women.
Chairwoman of the Board