EESTI PEAVALU SELTS
CONSTITUTION (ARTICLES OF ASSOCIATION)
I GENERAL PROVISIONS
1.1. The name of the non-profit association is Eesti Peavalu Selts (EPS), Estonian Headache Society (EHS) in English.
1.2. Estonian Headache Society, hereinafter referred to as Society, is an independent non-profit organisation established by persons voluntarily. The Society operates in the public`s interest and, as a legal entity, it is entitled to have a seal, a bank account and insignia.
1.3. The Society is guided by the laws, legislation applicable in the Republic of Estonia, and the Articles of Association.
1.4. The location of the Society is L. Puusepa 8H, Tartu 51014, Republic of Estonia.
1.5. The Society has been established without a term.
1.6. The financial year starts on January 1 and ends December 31.
II OBJECTIVES AND FUNCTIONS
2.1. The objectives of the Society are to bring together, counsel and involve persons suffering from headache and headache specialists in the organisation`s work in the interests of the public, and to develop the scientific, educational and clinical aspects of the interdisciplinary branch of medicine in Estonia.
2.2. The functions of the Society are:
2.2.1. to represent and defend the interests of persons suffering from headaches in respective bodies, to gather and deliver relevant information;
2.2.2. to improve the quality of care and life of people suffering from headaches, to provide the population with information concerning headaches, the prevention and resolving of these;
2.2.3. to distribute up-to-date evidence-based knowledge to people suffering from headaches, representatives of medical specialties who come into contact with headache problems;
2.2.4. to organize congresses, conferences, seminars, trainings, and publish material on headaches;
2.2.5. to participate in improving the management of health care in headaches-related fields, including making proposals of improving the provision of health care;
2.2.6. to develop cooperation with associations and specialists in Estonia and other countries for the purposes of the Articles of Association;
2.2.7. to develop research in the field of headaches, to participate in the work of research, development plans and other such projects;
2.2.8. to motivate persons who have done something outstanding for the development of the Society and, if possible, to issue scholarships in accordance with the established conditions and policies;
2.2.9. to organize awareness-raising events in order to manage the activities of persons suffering from headaches and raise financial resources, to make property donations and allocations, to conclude transactions with the assets which belong to and are used by the Society and required to achieve its main objective;
2.2.10. to organize health promotion, cultural and other charity events targeted at the members.
III MEMBERS
3.1. Persons, associations and supporters that wish to develop and contribute to activities which are in accordance with the Society`s objectives are entitled to membership.
3.2. The Management Board shall approve a new member on the basis of a written application.
3.3. The membership of the Society is formed of the following: full, ordinary, supporting and honorary members.
3.3.1 A full member is a person who holds a medical degree and is entitled to the following:
3.3.1.1. to participate in and vote at the Society`s general meeting;
3.3.1.2. to be elected a member of the Society`s management bodies;
3.3.1.3. to receive information from the Management Board of the Society and other bodies concerning the Society`s activities;
3.3.1.4. to participate in all events organized by the Society;
3.3.1.5. to use the Society`s insignia;
3.3.1.6. to make proposals and submit requests concerning the Society`s activities.
3.3.2. A full member is obliged:
3.3.2.1. to comply with the Articles of Association and the decisions made by the management body when participating in Society`s activity;
3.3.2.2. to pay the approved membership fee;
3.3.2.3. to inform the Society of their current contact details to enable the Society to keep count of the members;
3.3.2.4. to comply with the laws of the Republic of Estonia and general rules of conduct and moral standards;
3.3.2.5. to fulfil the obligations placed on them which are related to the activities of the Society.
3.3.3. An ordinary member is a person who does not hold a medical degree and is entitled to the following:
3.3.3.1. to participate in the general meeting of the Society without the right to vote;
3.3.3.2. to receive information from the Management Board of the Society and other bodies concerning the Society`s activities;
3.3.3.3. to participate in all events organized by the Society;
3.3.3.4. to use the Society`s insignia;
3.3.3.5. to make proposals and submit requests concerning the Society`s activities.
3.3.4. An ordinary member is obliged:
3.3.4.1. to comply with the Articles of Association and the decisions made by the management body when participating in Society`s activity;
3.3.4.2. to pay the approved membership fee;
3.3.4.3. to inform the Society of their current contact details to enable the Society to keep count of the members;
3.3.4.4. to comply with the laws of the Republic of Estonia and general rules of conduct and moral standards;
3.3.4.5. to fulfil the obligations placed on them which are related to the activities of the Society.
3.3.5. A supporting member is entitled to the following:
3.3.5.1. to appoint one natural person or more to represent them in the general meeting of the Society without the right to vote;
3.3.5.2. to receive information from the Management Board of the Society and other bodies concerning the Society`s activities;
3.3.5.3. to participate in all events organized by the Society;
3.3.5.4. to use the Society`s insignia;
3.3.5.5. to make proposals and submit requests concerning the Society`s activities.
3.3.6. A supporting member is obliged:
3.3.6.1. to comply with the Articles of Association and the decisions made by the management body when participating in Society`s activity;
3.3.6.2. to pay the approved membership fee;
3.3.6.3. to inform the Society of their current contact details to enable the Society to keep count of the members;
3.3.7. An honorary member:
3.3.7.1. is a person or, in case of a natural person, the member`s representative who has contributed significantly to gaining the Society`s objectives, developing a specialty and being involved in it may be an honorary member;
3.3.7.2. is a person who is not a member of the Society, but was elected an honorary member, acquires thus a full member`s rights;
3.3.7.3. A member of the Management Board cannot be elected an honorary member while they belong to the Management Board;
3.3.7.4. An honorary member shall be elected on the basis of a written proposal submitted by a Society member or members or the Management Board respectively;
3.3.7.5. The Management Board of the Society shall decide the appointing of an honorary member;
3.3.7.6. An honorary member receives a certificate which confirms the Management Board`s decision of appointing the honorary member.
3.4. Membership may be renounced on the basis of a written application and the Management Board`s decision.
3.5. A member may be excluded with the Management Board`s decision if the member has not paid their membership fee for two years, has disregarded or violated the Articles of Association, has damaged to a substantial degree the Society`s activity. The member is entitled to speak on their behalf at their exclusion discussion. The exclusion shall be finalized when more than half of the Management Board members are in favour of it (see item 4.8.2.).
IV STRUCTURE AND MANAGEMENT
4.1. The highest body of the Society is the general meeting and each voting member has one vote.
4.2. The Society`s management body consists of the general meeting, the Management Board and the President.
4.3. The general meeting shall be convened at least two weeks prior to the meeting and everyone shall be informed of the time, place and agenda of the meeting.
4.4. The general meeting is competent to make a resolution when at least one fourth (1/4) of the members or their authorized representatives are present.
4.5. When fewer than one fourth of the members are present at the general meeting, the Management Board shall convene a new general meeting. The Management Board shall inform everyone of the meeting and the issues to be discussed a minimum of two weeks in advance. The new general meeting is competent to make a resolution irrespective of the number of participants at the general meeting. Except for the resolution to terminate the Society`s activity 2/3 of the members or their representatives shall be present.
4.6. The Management Board shall assemble the general meeting when a minimum of 1/10 of the members request it in written form and present the reasons
4.7. The general meeting is competent to:
4.7.1. amend the Articles of Association when more than two thirds (2/3) of the members and their authorized representatives have voted in favour at the general meeting;
4.7.2. amend an objective when at least nine tenths (9/10) of the members and their authorized representatives have voted in favour of this;
4.7.3. pass resolutions at the general meeting when more than half of the participating members or their authorized representatives vote in favour of those;
4.7.4. elect up to six (6) Management Board members and a President from among the members for the subsequent four (4) years;
4.7.5. if necessary, elect for the four (4) subsequent years a controller to monitor the Management Board`s activity and use of finances;
4.7.6. remove a Management Board member, the President or the controller when they neglect their duties to a substantial degree or are unable manage the Society`s activity or for any other good reason;
4.7.7. monitor the activities of other bodies of the Society and for this purpose up to three controllers may be appointed;
4.7.8. approve the amount of the joining and membership fees.
4.8. The Management Board is competent to:
4.8.1. pass resolutions on all issues concerning the Society`s activity, except on those which are specified in the Articles of Association as belonging to the competence of the general meeting;
4.8.2. be valid when more than half of the Management Board members are present and the required majority of votes in favour are achieved, whereas in case of an equal number of votes for and against the resolution, the President`s vote shall be decisive;
4.8.3. if necessary, elect representatives into international organisations;
4.8.4. have the right to receive compensation for the expenses made when performing their duties as members of the Management Board;
4.8.5. manage the Society`s accounting;
4.8.6. keep count of the members;
4.8.7. have reporting requirements to the general meeting, whereas all members of the Management Board shall sign the annual declaration.
4.9. The President of the Society is competent to:
4.9.1. convene and chair Management Board meetings;
4.9.2. organize the everyday work of the Society as specified in the Articles of Association, the resolutions of the general meeting and the Management Board;
4.9.3. act in the name of the Society without authorization, issue authorization for the purpose of representing the Society;
4.9.4. dispose of the Society`s property and assets, open and close bank accounts as specified in the Articles of Association;
4.9.5. appoint a Management Board member as their substitute during his or her absence;
4.9.6. represent the Society by oneself, whereas during the absence of the President the Society shall be represented jointly by at least two Management Board members.
V PROPERTY, ASSETS AND ECONOMIC ACTIVITY OF THE SOCIETY
5.1. The Society shall not share their assets or profit, provide material assistance, monetarily appraisable advantages to its founder, member, a member of the management or controlling body, a person who has donated to it or to such a person`s management or controlling body member, or any persons connected to the aforementioned persons in terms of the Income Tax Act.
5.2. The assets of the Society are accrued:
5.2.1 from the payments of joining and membership fees;
5.2.2 from single contributions (symposiums and the participation fees of other events);
5.2.3 from monetary and other donations for specific purposes and without an intended purpose, income from funds, sponsors and other transfers;
5.2.4 percentage yields of a bank account;
5.2.5 income received from organizing paid events specified in the objectives of the Articles of Association;
5.2.6 other income required for the development in accordance with the activities specified in the Articles of Association.
5.2.7 The Society may own any kind of assets that are necessary for the purpose of achieving the objectives specified in the Articles of Association and the acquisition of which is not contrary to the laws.
VI CONTROL AND AUDITING
6.1 A Management Board member or the accountant shall not be the controller;
6.2 The Management Board members shall enable the controller to access all the documents required for the audit and provide any necessary information.
6.3 The controller shall prepare a report concerning the audit results and submit this to be approved by the general meeting.
VII MERGER, DIVISION, DISSOLUTION, TERMINATION OF THE SOCIETY
7.1 The resolutions of merger, division, dissolution, termination shall be passed by the general meeting.
7.2 The resolutions to merge, divide, dissolve, terminate the Society shall require the votes of two thirds (2/3) of the votes of the members or representatives of the members present at the general meeting.
7.3 A dissolution committee shall be elected for the purpose of terminating, dissolving the Society.
7.4 The activity of the Society shall be terminated, dissolved pursuant to the applicable laws.
7.5 When the Society is terminated, dissolved, the assets that remain subsequent to satisfying the creditors shall be given to a non-profit organisation which has similar objectives and is exempt from the income tax and to a society or a legal person governed by law that has been listed as a foundation.