Estonian Health Foundation Statutes

GENERAL PROVISIONS

1.1 The official name of the foundation is the Estonian Health Foundation (hereinafter the Foundation)..
1.2 The Foundation is based in Tallinn.
1.3 The goals of the Foundation are improving the health of the Estonian population and prolonging of life expectancy.
1.4 The Foundation has been established on May 25th, 2007.
1.5 The Foundation will operate for an unspecified term.
1.6 In order to achieve its goals, the Foundation may engage in economic activities within the limits prescribed by the legislation of the Republic of Estonia.
1.7 The Foundation operates following the current legislation of the Republic of Estonia and these Statutes.

MANAGEMENT BOARD

2.1 The Foundation is managed and represented by its Management Board consisting of one (1) to five (5) members.
2.2 A member of the Management Board shall be a person with active legal capacity.
2.3 No member of the Governing Board or bankrupt person may be member of the Management Board.
2.4 The number of members in the Management Board, its membership, changes in the membership and removal of members are decided by the Governing Board. The Governing Board appoints the Management Board for a period of three years.
2.5 If the Management Board consists of more than two members, the members shall elect a Chairman of the Management Board from among themselves. The Chairman administers the activity of the Management Board.
2.6 The Governing Board has a right to remove a member of the Management Board at any time, regardless of cause. The member’s rights and liabilities according to the contract entered with him/her will cease according to the contract.
2.7 The Management Board shall follow decisions and directives of the Governing Board of the Foundation. Transactions outside the common economic activities may only be carried out with prior consent of the Governing Board.
2.8 A member of the Management Board is not entitled to assign his/her duties to a third party unless this is required by a decision of the Governing Board.
2.9 The Management Board shall provide the members of the Governing Board with necessary information about the management and submit a report thereof if required.
2.10 The Management Board has reporting obligations towards the Governing Board and shall submit a written overview about the Foundation’s economic activity and economic situation to the Governing Board once in three months. The Management Board shall immediately report to the Governing Board about any significant deterioration of the economic situation, as well as other significant circumstances related to the Foundation’s economic activities.
2.11 Fee paid to the members of the Management Board, payment conditions and procedures are decided by the Governing Board. The members of the Management Board shall assume solidary responsibility for damage wrongfully caused to the Foundation, either by violation of the law or the Statutes, negligence of obligations or unsatisfactory performance of obligations.

GOVERNING BOARD

3.1 The Governing Board plans the activity of the Foundation, administers its management and executes supervision of its activity.
3.2 The Governing Board consists of three (3) to five (5) members, appointed by the Founder for a period of three years. Changes in the membership of the Governing Board and removal of its members are decided by the Founder.
3.3 The Governing Board’s consent to the Management Board is required for transactions outside the common economic activity.
3.4 In order to perform its duties, the Governing Board is entitled to examine all documents of the Foundation, as well as to monitor the authenticity of the accounting, the existence of assets and compliance of the Foundation’s activity with law and the Statutes.
3.5 The Governing Board has a right to obtain information from the Management Board concerning the Foundation’s activity and to require management report and balance report to be prepared.
3.6 The Governing Board has all rights provided by law.
3.7 The Governing Board has exclusive competence to:
1. 3.7.1 confirm the Foundation’s annual report and annual balance;
2. 3.7.2 confirm the following year’s activity plan and budget;
3. 3.7.3 confirm the list of the Foundation’s paid employees and its salary fund;
4. 3.7.4 confirm the procedure of exploitation and management of the Foundation’s financial resources;
5. 3.7.5 decide the number of auditors, as well as appoint and remove auditors;
6. 3.7.6 change and supplement the Foundation’s Statutes;
7. 3.7.7 decide the Foundation’s consolidation, division and dissolution.
3.8 The members of the Governing Board elect its Chairman from among themselves. The Chairman of the Governing Board of the Foundation:
1. 3.8.1 manages the activity of the Governing Board;
2. 3.8.2 submits proposals to the Founder concerning appointing and removal of members of the Governing Board;
3. 3.8.3 informs the Founder about the activity of the Foundation not less than twice a year or as required by the Founder.
3.9 A member of the Governing Board:
1. 3.9.1 shall be a person of active legal capacity;
2. 3.9.2 shall neither be a member of the Management Board nor an auditor nor a person having equivalent economic interest;
3. 3.9.3 may be granted a fee by decision of the Governing Board, according to performed assignments and the economic situation of the Foundation;
4. 3.9.4 shall assume solidary responsibility with other members for damage wrongfully caused to the Foundation by either violation of law or the Statutes, negligence of obligations or unsatisfactory performance of obligations;
5. 3.9.5 shall be relieved of the responsibility to the Foundation if he/she had been of dissenting opinion at the making of the decision causing the illegal activity, and this dissenting opinion has been recorded in the minutes.
3.10 The meetings of the Governing Board are held as necessary, but not less than once a quarter. The meetings are summoned by the Chairman or the Deputy Chairman.
3.11 A meeting of the Governing Board shall be summoned when required by either a member of the Governing Board, by the Management Board or by an auditor.
3.12 A meeting of the Governing Board has a quorum if more than a half of the members are present.
3.13 Minutes are taken at meetings of the Governing Board. The minutes are signed by the Chairman or the Deputy Chairman and the taker of the minutes. A dissenting opinion issued by a member of the Governing Board is recorded in the minutes and confirmed by the particular Board member’s own signature.
3.14 The decisions of the Governing Board are accepted by simple majority, except when the decision concerns changes in the Statutes or dissolution of the Foundation. These issues require votes in favour by all the members of the Governing Board. In issues concerning consolidation or division of the Foundation, 2/3 of the votes of the Governing Board members shall be in favour.
3.15 Each member of the Governing Board has one vote. A member of the Governing Board has no right to refuse to vote or to vote undecided.
3.16 If votes are equally divided, the vote of the Chairman of the Governing Board will be decisive.
3.17 The Governing Board may accept a decision without summoning a meeting, if all the Board members have submitted a written vote in favour.
3.18 A member of the Governing Board shall not participate in voting if the voting concerns consent to a transaction between the member and the Foundation; or consent to a contract between the Foundation and a third party if the member’s interest with reference to the transaction contradicts with the Foundation’s interest.
3.19 A member of the Governing Board may receive fee in accordance with his/her assignments and the economic situation of the Foundation. The payment of the fee and its amount is decided by the Founder.

ASSETS OF THE FOUNDATION

4.1 The assets of the Foundation consist of financial resources granted to the Foundation by the Founder; other donations and allocations intended for a specific purpose; income from the economic activities of the Foundation.
4.2 The assets are used in order to achieve the goals specified in the Foundation’s Statutes. The assets are managed by the Management Board in compliance with the procedure and limits determined by the Governing Board.
4.3 The Foundation may use its income exclusively for achieving the goals specified in the Statutes.
4.4 Financial resources transferred to the Foundation at its establishment may be used in the name of the Foundation after the Foundation has been registered.
4.5 Transfer of assets to the Foundation shall be carried out in compliance with the procedure established by the Governing Board. The Foundation is prohibited to accept assets that are incompatible with its goals or are contrary to good practice.
4.6 Financial resources transferred to the Foundation are placed on the Foundation’s bank account. Transfer of financial resources and other assets shall be confirmed by the signature of the Management Board of the Foundation.
4.7 Donations for a specific purpose may only be used for the purpose prescribed by the donator.

ACCOUNTING AND SUPERVISION

5.1 The financial year of the Foundation starts on January 1st and ends on December 31st.
5.2 After the end of a financial year, the Management Board shall prepare the annual financial report and the annual activity report in compliance with requirements provided by law.
5.3 The Management Board shall submit the reports to the Governing Board for confirmation at the latest within two months after the end of the financial year. Prior to presenting the reports to the Governing Board for confirmation, the Management Board shall present the reports to the Auditor for auditing.
5.4 The confirmed annual report shall be signed by all the members of the Governing Board.
5.5 The Governing Board shall present the confirmed annual report to the Register within three months after the end of the financial year.
5.6 The Foundation has an auditor. The Auditor shall be a person with legal right to audit. No member of the Management Board or the Governing Board, employee of the Foundation or person with equivalent economic interest may be appointed as Auditor.
5.7 The number of Auditors is determined, Auditors are appointed and the procedure of remuneration is established by the Governing Board. The Auditor or Auditors is/are appointed for a period of one activity year. The Governing Board may remove an Auditor at any time, regardless of cause.
5.8 An Auditor may be appointed for a single auditing assignment or for a certain term.

CHANGING THE STATUTES OF THE FOUNDATION

6.1 After the Foundation has been registered at the register of non-profit associations and foundations, the Statutes may be changed by the Governing Board in compliance with conditions and procedure provided by law.
6.2 Changes of the Statutes take effect at entering in the register.

CONDITIONS OF DISSOLUTION AND LIQUIDATION OF THE FOUNDATION

7.1 Dissolution of the Foundation is executed at the Founder’s decision or on occasions provided by law. A liquidation procedure shall be executed unless otherwise stated by law.
7.2 Liquidators of the Foundation are appointed by decision of the Governing Board.
7.3 On occasions stated by law, compulsory dissolution may be applied. In case of compulsory dissolution, the liquidators are appointed by court.
7.4 The Liquidators shall dissolve the operation of the Foundation, collect the debts, sell the assets and satisfy the claims of creditors. Assets remaining after satisfying the claims of creditors shall be transferred to a foundation or non-profit association pursuing similar goals.
7.5 The Liquidators may only carry out transactions necessary for dissolving the Foundation.
7.6 After finishing the liquidation, the Liquidators shall submit an application concerning deletion from the register of non-profit associations and foundations.
7.7 The Liquidators shall give the documents to one of the Liquidators or to a third party to be deposited.
7.8 The Foundation may, considering change of circumstances and the Foundation’s goals, consolidate with another foundation or be divided in compliance with the procedure provided by law.

FINAL PROVISIONS

8.1 When solving issues unspecified in these Statutes, the Estonian Foundation Act and other legislation shall be observed.
8.2 These Statutes are confirmed by the foundation resolution of the Foundation from May 25th, 2007.

Eero Merilind

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