Articles of Association OLE

The artic­les of associa­tion of non-pro­fit orga­ni­sa­tion Ope­ra­tion Life­sa­ver Esto­nia (hereinaf­ter Artic­les of Associa­tion) have been app­ro­ved by the reso­lu­tion of the annual gene­ral mee­ting held on 29 January 2008.

Tamo Vahe­mets
Chair­man of the Mana­ge­ment Board

1.1 The name of the non-pro­fit orga­ni­sa­tion (hereinaf­ter “orga­ni­sa­tion”) is Ope­ra­tion Life­sa­ver Esto­nia Mit­te­tu­lun­dus­ühing (Non-pro­fit Orga­ni­sa­tion Ope­ra­tion Life­sa­ver Esto­nia in English).

1.2 The orga­ni­sa­tion is loca­ted in Tal­linn, the Repub­lic of Estonia.

1.3 The orga­ni­sa­tion is a legal per­son in pri­va­te law. The orga­ni­sa­tion is a volun­tary non-pro­fit associa­tion of natu­ral and legal per­sons of the Repub­lic of Esto­nia who­se acti­vi­ti­es rely on the pri­nciples adop­ted by a non-pro­fit educa­tio­nal and awa­re­ness prog­ram­me wor­king in the Uni­ted Sta­tes of Ame­rica under the same name. The objec­ti­ve of the orga­ni­sa­tion is mini­mi­sing the num­ber of tra­gic railway col­li­sions, inju­ries and fata­li­ti­es that take place on railway and at railway-road level crossings.

1.4 The orga­ni­sa­tion fol­lows the pri­nciples adop­ted by Ope­ra­tion Life­sa­ver Inc. that are pub­lis­hed on the Inter­net at http://www.oli.org/

2.1 The objec­ti­ves of the orga­ni­sa­tion include:

2.1.1 Reducing the num­ber of acci­dents taking place on railway and railway level crossings;
2.1.2 Noti­fying the gene­ral pub­lic about dan­gers rela­ted to railway traffic;
2.1.3 Deve­lop­ment, int­ro­duc­tion and imp­le­men­ta­tion of deve­lop­ment stra­te­gies and trai­ning prog­ram­mes in the field of railway safety;
2.1.4 Orga­ni­sing pre­sen­ta­tions on railway safety;
2.1.5 Trai­ning of pre­sen­ters for railway safe­ty lectures;
2.1.6 Orga­ni­sing nation-wide railway safe­ty pro­mo­tion campaigns;
2.1.7 Main­tai­ning and imp­ro­ving of assets belon­ging to the orga­ni­sa­tion, their pos­ses­sion, exp­loita­tion and disposal;
2.1.8 Pro­tec­ting the com­mon inte­rests of the mem­bers of the orga­ni­sa­tion and their rep­re­sen­ta­tion in accor­dance with the Artic­les of Association;
2.1.9 Use of funds belon­ging to the orga­ni­sa­tion in accor­dance with the Artic­les of Association.

2.2 The objec­ti­ves of the orga­ni­sa­tion do not inc­lu­de ear­ning pro­fit through eco­no­mic acti­vi­ti­es and the acti­vi­ti­es of the orga­ni­sa­tion are based on:

2.2.1 Equal voting rights of the members;
2.2.2 Volun­tary natu­re of mem­ber­s­hip and its non-transferability;
2.2.3 Obli­ga­tions of the mem­bers that ari­se solely from the Artic­les of Association;
2.2.4 Right of the mem­bers to wit­hd­raw from the orga­ni­sa­tion on the basis of an application.

2.3 The orga­ni­sa­tion is entit­led to pos­sess prop­rie­tary and moral rights and disc­har­ge obligations.
2.4 In disc­har­ging its obli­ga­tions the orga­ni­sa­tion is prop­rie­tary liab­le with all its assets.
2.5 The financial year of the orga­ni­sa­tion begins on 1 January and ends on 31 December.
2.6 The orga­ni­sa­tion has the right and obli­ga­tion to pro­tect the inte­rests of its mem­bers in accor­dance with the Artic­les of Associa­tion and app­licab­le legislation.

3.1 Among the mem­bers of the orga­ni­sa­tion can be natu­ral per­sons accep­ting and execu­ting the Artic­les of Associa­tion, par­tici­pa­ting acti­vely in the work of the orga­ni­sa­tion and paying regu­lar­ly a mem­ber­s­hip fee.

3.2 Among the mem­bers of the orga­ni­sa­tion can be legal per­sons assis­ting with their work the achie­ve­ment of the goals set by the orga­ni­sa­tion, par­tici­pa­ting through their rep­re­sen­ta­ti­ves acti­vely in the work of the orga­ni­sa­tion and paying regu­lar­ly a mem­ber­s­hip fee.

3.3 In order to beco­me a mem­ber of the orga­ni­sa­tion is requi­red a writ­ten app­lica­tion after the receipt of which the mana­ge­ment board of the orga­ni­sa­tion shall deci­de whet­her the new mem­ber is accep­ted or not. The deci­sion shall be made no later than at the fist regu­lar mee­ting after the receipt of the app­lica­tion and no later than one month after the receipt of the app­lica­tion. A nega­ti­ve deci­sion shall inc­lu­de a writ­ten explanation.

3.4 The amounts of the one-time ent­rance fee and annual mem­ber­s­hip fee, as well as the dead­li­nes for the pay­ment of the fees shall be resol­ved by the gene­ral meeting.

3.5 Should the mana­ge­ment board of the orga­ni­sa­tion reject an app­licant then the app­licant has the right to demand that his accep­tance is resol­ved at the fol­lowing gene­ral mee­ting of the organisation.

3.6 Mem­ber­s­hip in the orga­ni­sa­tion and execu­tion of mem­ber rights can­not be trans­fer­red or inhe­ri­ted. Mem­ber­s­hip in the orga­ni­sa­tion shall ter­mi­na­te upon the death of a mem­ber being natu­ral per­son or upon ter­mi­na­tion of acti­vi­ti­es of a mem­ber being legal person.

3.7 Mem­ber­s­hip of natu­ral per­sons shall be retai­ned upon reor­ga­ni­sing the orga­ni­sa­tion in accor­dance with the app­licab­le legis­la­tion. The mem­ber­s­hip rights of a mem­ber being legal per­son shall ter­mi­na­te upon his mer­ger or divi­sion. In case of sepa­ra­tion of legal per­son shall be retai­ned the mem­ber­s­hip of the legal per­son being divided.

3.8 The mem­bers of the orga­ni­sa­tion shall have the right to ter­mi­na­te its mem­ber­s­hip by pre­sen­ting a writ­ten app­lica­tion. The mana­ge­ment board should be noti­fied about the ter­mi­na­tion of mem­ber­s­hip at least three mont­hs prior to lea­ving the orga­ni­sa­tion. The prior notice requi­re­ment does not app­ly if major chan­ges are int­ro­duced in the rights and obli­ga­tions of mem­bers or if con­ti­nuing the mem­ber­s­hip is on fair esti­ma­te not pos­sib­le. The mana­ge­ment board of the orga­ni­sa­tion is entit­led to claim from the lea­ving mem­bers the mem­ber­s­hip fee of the year when the mem­ber­s­hip is ter­mi­na­ted and other liabi­li­ti­es the mem­ber might have to the organisation.

3.9 A mem­ber can be exc­lu­ded from the orga­ni­sa­tion by the reso­lu­tion of the mana­ge­ment board if the mem­ber does not fol­low the pro­vi­sions of the Artic­les of Associa­tion, has cau­sed mate­rial dama­ge to the orga­ni­sa­tion, refu­ses repea­ted­ly to comp­ly with the reso­lu­tions of the elec­ted bodies of the orga­ni­sa­tion made wit­hin their com­petency or has not paid the mem­ber­s­hip fee of the orga­ni­sa­tion during a lon­ger period (star­ting from three months).

3.10 A mem­ber exc­lu­ded from the orga­ni­sa­tion shall be noti­fied imme­diately about his exc­lu­sion and its rea­sons in wri­ting. The exc­lu­ded mem­ber shall have the right to ask the gene­ral mee­ting to review the deci­sion on exclusion.

3.11 Should mem­ber­s­hip ter­mi­na­te in the midd­le of financial year, the mem­ber­s­hip fee shall be paid for the enti­re financial year. The mem­ber­s­hip fee alrea­dy paid shall not be refun­ded upon the ter­mi­na­tion of membership.

3.12 The mem­bers of the orga­ni­sa­tion shall have the right to:

3.12.1 Par­tici­pa­te in the work and attend all the acti­vi­ti­es of the organisation;

3.12.2 Use the con­di­tions crea­ted by the orga­ni­sa­tion in accor­dance with the sta­tu­tes of the organisation;

3.12.3 Par­tici­pa­te in gene­ral mee­ting with full voting right, elect and be elec­ted in the mana­ge­ment, super­vi­sing and other elec­ted bodies of the orga­ni­sa­tion. Rep­re­sent the orga­ni­sa­tion under the aut­ho­rity of its mana­ge­ment bodies in other orga­ni­sa­tions and events;

3.12.4 Make requests and pro­posals regar­ding the acti­vi­ti­es of the elec­ted bodies of the orga­ni­sa­tion and obtain infor­ma­tion on the acti­vi­ti­es of the organisation;

3.12.5 Par­tici­pa­te in the com­mit­te­es and wor­king groups of the organisation;

3.12.6 Lea­ve the orga­ni­sa­tion by sub­mit­ting a writ­ten application;

3.12.7 Use other rights pro­vi­ded by legis­la­tion and these Artic­les of Association.

3.13. The mem­bers of the orga­ni­sa­tion have the obli­ga­tion to:

3.13.1 Comp­ly with the Artic­les of Associa­tion of the orga­ni­sa­tion and the app­licab­le regu­la­tions adop­ted by other elec­ted bodies being wit­hin their competency;

3.13.2 Attend ordi­nary and ext­raor­di­nary gene­ral mee­tings and par­tici­pa­te in the work of elec­ted bodies when elec­ted to such bodies;

3.13.3 Pay mem­ber­s­hip fee in a timely man­ner and in the amount prescribed;

3.13.4 Use the assets of the orga­ni­sa­tion pru­dent­ly and economically;

3.13.5. Main­tain and pro­tect the good name of the orga­ni­sa­tion, stand for its goals and principles.

3.14 Other obli­ga­tions of the mem­bers can be endor­sed by the gene­ral mee­ting of the orga­ni­sa­tion and by organisation’s mana­ge­ment board after get­ting a prior con­sent from the members.

4.1 Gene­ral Meeting

4.1.1 The supre­me body of the orga­ni­sa­tion is the gene­ral mee­ting of its mem­bers. All the mem­bers shall have the right to attend gene­ral meetings;

4.1.2 Gene­ral mee­ting shall be sum­mo­ned by the mana­ge­ment board at least once in a calen­dar year;

4.1.3 The mana­ge­ment board shall have the obli­ga­tion to sum­mon the gene­ral mee­ting also after recei­ving a writ­ten and rea­so­ned request from at least 1/10 of the mem­bers of the organisation;

4.1.4 Should the mana­ge­ment board not sum­mon a gene­ral mee­ting in accor­dance with clau­se 4.1.3 by the request of mem­bers, the res­pec­ti­ve mem­bers shall have the right to sum­mon the gene­ral mee­ting by way the mana­ge­ment board would have done it;

4.1.5 A notice on sum­mo­ning a gene­ral mee­ting shall be issu­ed at least seven (7) days in advance and the notice should inc­lu­de infor­ma­tion about the time, loca­tion and draft agen­da of the meeting;

4.1.6 Gene­ral mee­ting shall pass reso­lu­tions in mat­ters rela­ted to the mana­ge­ment of the orga­ni­sa­tion that have not been placed wit­hin the com­petence of the mana­ge­ment board (or other organisation’s body) by these Artic­les of Association.

4.1.7 Com­petency of the Gene­ral Meeting:

4.1.7.1 Amen­ding the Artic­les of Associa­tion and chan­ge the goals of the organisation;

4.1.7.2 Resol­ving mat­ters rela­ted to ter­mi­na­tion, mer­ger, divi­sion and mate­rial and non-mate­rial issu­es thereof;

4.1.7.3 App­ro­val of mem­ber­s­hip fee rates and dead­li­nes for payment;

4.1.7.4 App­ro­val of organisation’s annual report;

4.1.7.5 App­ro­val of financial year’s acti­vity plan and budget;

4.1.7.6 App­ro­val of the terms for mana­ge­ment board mem­bers and the num­ber of mana­ge­ment board mem­bers elec­ted for the res­pec­ti­ve term;

4.1.7.7 Elec­ting mana­ge­ment board mem­bers and appoint­ment of a reviewer (review com­mit­tee) for the organisation;

4.1.7.8 Pas­sing deci­sions on making tran­sac­tions with a mem­ber of mana­ge­ment board or reviewer (mem­ber of review com­mit­tee) or filing a claim on these per­sons and appoin­ting the rep­re­sen­ta­ti­ve of the orga­ni­sa­tion for the res­pec­ti­ve tran­sac­tion or claim;

4.1.7.9 Resol­ving the trans­fer or encumb­rance with real rights of the immo­vab­les or regis­te­red movab­les of the orga­ni­sa­tion and app­lica­tion of the res­pec­ti­ve conditions.

4.1.8 Gene­ral mee­ting shall be chai­red by a chair­man elec­ted by the mem­bers during the meeting;

4.1.9 Gene­ral mee­ting shall be con­duc­ted in accor­dance with the rules agreed upon at the time of mee­ting. Voting rules shall be deter­mi­ned in the rules and regu­la­tions of the gene­ral mee­ting. If ten of the mem­bers par­tici­pa­ting in the gene­ral mee­ting demand sec­ret bal­lot then a sec­ret bal­lot shall be used for pas­sing the res­pec­ti­ve resolution;

4.1.10 Gene­ral mee­tings shall be minu­ted and the minu­tes shall be sig­ned by the chair­man and rec­or­der of the meeting;

4.1.11 Gene­ral mee­ting has the right to pass reso­lu­tions if at least half of the mem­bers of the orga­ni­sa­tion are pre­sent or represented;

4.1.12 If gene­ral mee­ting is not able to pass reso­lu­tions due to non-comp­liance with the quorum requi­re­ment set forth in clau­se 4.1.11 the mana­ge­ment board shall sum­mon a new gene­ral mee­ting with the same agen­da wit­hin the fol­lowing three weeks. The new gene­ral mee­ting has the aut­ho­rity to pass reso­lu­tions regard­less of the num­ber of mem­bers pre­sent or rep­re­sen­ted but only if the­re are at least two mem­bers pre­sent or rep­re­sen­ted at the meeting;

4.1.13 Gene­ral mee­ting is com­petent to pass reso­lu­tions in mat­ters that have been announced upon sum­mo­ning the gene­ral mee­ting. Reso­lu­tions on mat­ters that have not been announced upon sum­mo­ning the gene­ral mee­ting can be made if all mem­bers of the orga­ni­sa­tion are pre­sent or rep­re­sen­ted at the meeting;

4.1.14 Mem­bers of the orga­ni­sa­tion or their aut­ho­ri­sed rep­re­sen­ta­ti­ves acting under an unat­tested proxy can par­tici­pa­te and vote at the gene­ral mee­ting. Voting right can be dele­ga­ted only to anot­her mem­ber of the organisation;

4.1.15 A gene­ral mee­ting reso­lu­tion shall be dee­med to be pas­sed if more than half of the mem­bers atten­ding the mee­ting or their rep­re­sen­ta­ti­ves have voted for the res­pec­ti­ve resolution;

4.1.16 In order to chan­ge the objec­ti­ve of organisation’s acti­vi­ti­es is requi­red the app­ro­val of all mem­bers of the orga­ni­sa­tion. The con­sent of a mem­ber not atten­ding the gene­ral mee­ting shall be sub­mit­ted in writing;

4.1.17 A reso­lu­tion of gene­ral mee­ting is dee­med to be pas­sed wit­hout sum­mo­ning a mee­ting if all mem­bers of the orga­ni­sa­tion vote in favour of the reso­lu­tion in writing;

4.1.18 Each mem­ber of the orga­ni­sa­tion shall have one vote;

4.1.19 A mem­ber can­not par­tici­pa­te in voting if the orga­ni­sa­tion is pas­sing a reso­lu­tion on making a tran­sac­tion with the res­pec­ti­ve or initiating/terminating a court dis­pu­te with the member;

4.1.20 A mem­ber of the orga­ni­sa­tion who is also a mem­ber of the mana­ge­ment board can­not vote upon the app­ro­val of the annual report of the organisation.

4.1.21 A mem­ber of the orga­ni­sa­tion who is also a mem­ber of the mana­ge­ment board or the reviewer (mem­ber of review com­mit­tee) can­not vote in the name of the orga­ni­sa­tion if the pro­po­sed reso­lu­tion inc­lu­des filing a claim aga­inst the res­pec­ti­ve mem­ber. Such votes will not be con­si­de­red in deter­mi­ning representation.

4.2 Mana­ge­ment Board

4.2.1 The orga­ni­sa­tion shall have a mana­ge­ment board that mana­ges and rep­re­sents the organisation;

4.2.2 The mana­ge­ment board of the orga­ni­sa­tion shall have mini­mum one (1) and maxi­mum six (6) members;

4.2.3 The term of the mana­ge­ment board mem­bers and the num­ber of mana­ge­ment board mem­bers elec­ted shall be resol­ved by the gene­ral meeting;

4.2.4 The mem­bers of the mana­ge­ment board shall be elec­ted by majo­rity vote, assu­ming that at least half of the mem­bers pre­sent or their rep­re­sen­ta­ti­ves vote for the res­pec­ti­ve candidate;

4.2.5. If one or seve­ral mana­ge­ment board mem­ber posi­tions are not fil­led due to the fact that the can­di­da­tes did not get enough votes at the gene­ral mee­ting, such posts shall be fil­led at repea­ted elec­tions or new can­di­da­tes will be proposed;

4.2.6 Each mem­ber of the mana­ge­ment board shall have the right to rep­re­sent the orga­ni­sa­tion in all legal acts;

4.2.7 A mem­ber of the mana­ge­ment board can be remo­ved for mate­rial failu­re to per­form obli­ga­tions, inca­pacity for mana­ging the orga­ni­sa­tion or for any other mate­rial rea­son on the basis of a reso­lu­tion of the gene­ral meeting;

4.2.8 A mem­ber of the mana­ge­ment board can resign befo­re the end of the term on the basis of a per­so­nal application;

4.2.9 The mem­bers of the mana­ge­ment board that have resig­ned or been remo­ved shall be replaced by the gene­ral mee­ting in accor­dance with the proce­du­re of elec­ting mana­ge­ment board mem­bers, except if the orga­ni­sa­tion choo­ses not to elect new mana­ge­ment board mem­bers and the total num­ber of mana­ge­ment board mem­bers does not fall below the requi­red minimum;

4.2.10 A mem­ber of the mana­ge­ment board can­not dele­ga­te the per­for­mance of his obli­ga­tions to any third parties;

4.2.11 A mem­ber of the mana­ge­ment board shall have the right to recei­ve com­pen­sa­tion for costs that he has incur­red upon per­for­mance of his obligations;

4.2.12 The mana­ge­ment board shall pro­vi­de to the mem­bers of the orga­ni­sa­tion neces­sary mana­ge­ment infor­ma­tion and, if so requi­red by the mem­bers, pre­sent the res­pec­ti­ve report;

4.2.13 The mana­ge­ment board shall keep records on the mem­bers of the orga­ni­sa­tion and pre­sent infor­ma­tion about the num­ber of mem­bers to the kee­per of registry;

4.2.14 The mem­bers of the mana­ge­ment board have soli­dary res­pon­si­bi­lity for the dama­ged wrong­ful­ly cau­sed to the orga­ni­sa­tion by vio­la­ting the pro­vi­sions of legis­la­ti­ve acts or Artic­les of Associa­tion, as well as for the dama­ge cau­sed by their non-per­for­mance or unsa­tis­fac­tory per­for­mance of obligations;

4.2.15 The mem­bers of the mana­ge­ment board who have cau­sed dama­ge to the cre­di­tors of the orga­ni­sa­tion by their wrong­ful non-per­for­mance or unsa­tis­fac­tory per­for­mance of obli­ga­tions shall be liab­le to the cre­di­tors soli­da­rily with the organisation;

4.2.16 The limi­ta­tion period of the claims aga­inst mana­ge­ment board mem­bers shall be five years after the occur­rence of a vio­la­tion or com­mence­ment of violation.

4.2.17 Com­petency of the Mana­ge­ment Board

4.2.17.1 Pre­pa­ra­tion of gene­ral mee­tings and imp­le­men­ta­tion of reso­lu­tions of gene­ral meetings;

4.2.17.2 Resol­ving the accep­tance and exc­lu­sion of members;

4.2.17.3 Use of real esta­te in accor­dance with reso­lu­tions of gene­ral mee­ting and con­di­tions thereof;

4.2.17.4 Appoint­ment of mana­ge­ment board mem­bers to the posts deter­mi­ned by the gene­ral meeting;

4.2.17.5 Elec­tion of the chair­man of mana­ge­ment board amongst mana­ge­ment board members;

4.2.17.6 Resol­ving the ent­rance or resig­ning mem­ber­s­hip to/from other non-pro­fit organisations;

4.2.17.7 Pre­pa­ring the acti­vity plans and bud­get of the orga­ni­sa­tion, their sub­mis­sion to the gene­ral meeting;

4.2.17.8 Appoin­ting the heads of the com­mit­te­es or other struc­tu­ral units of the organisation;

4.2.17.9 Orga­ni­sa­tion and coor­di­na­tion of foreign relations;

4.2.17.10 App­ro­val of the design and sta­tu­tes of symbols;

4.2.17.11 App­ro­val of event and cam­paign calen­dar of the orga­ni­sa­tion, its inst­ruc­tions and bud­gets and dea­ling with other gene­ral mat­ters rela­ted to other acti­vi­ti­es and joint events;

4.2.17.12 Taking and giving of loans;

4.2.17.13 Ope­ning of accounts with cre­dit ins­ti­tu­tions, conc­lu­sion of cont­racts, hiring and dis­mis­sal of staff and issuing of powers of attorney.

4.2.18 Mee­tings of the mana­ge­ment board shall be sum­mo­ned by the chair­man of the mana­ge­ment board who is one of the mem­bers of the mana­ge­ment board elec­ted to be the chair­man by the other mem­bers. Mee­ting shall be sum­mo­ned as often as neces­sary but not less than once in eve­ry three months;

4.2.19 Mana­ge­ment board mee­tings shall be chai­red by the chair­man of the mana­ge­ment board;

4.2.20. A reso­lu­tion of the mana­ge­ment board is pas­sed if at least 2/3 of the mana­ge­ment board mem­bers atten­ding the mee­ting vote for it;

4.2.21 Mana­ge­ment board mee­tings shall be minu­ted, app­ro­ved reso­lu­tions are recor­ded in wri­ting and sig­ned by the chair­man of he mee­ting and rec­or­der of the mee­ting. Dis­sen­ting mem­bers of the mana­ge­ment board shall have the right to append their dis­sen­ting opi­nion in wri­ting to the minutes;

4.2.22 The mana­ge­ment Board shall orga­ni­se the financial accoun­ting of the orga­ni­sa­tion in accor­dance with the Accoun­ting Act.

4.3 Super­vi­sion

4.3.1 Gene­ral mee­ting shall appoint a review or audit in order to super­vi­se the acti­vi­ti­es of other bodies;

4.3.2 A mem­ber of the mana­ge­ment board or accoun­tant can­not be also a mem­ber of review com­mit­tee or auditor;

4.3.3 The mana­ge­ment board shall have the obli­ga­tion to allow the reviewer or audi­tor study all the docu­ments nee­ded for a review or audit and pro­vi­de neces­sary information;

4.3.4 The revi­sion com­mit­tee or audi­tor shall pre­pa­re a report on the results of review or audit that shall be pre­sen­ted for app­ro­val to the gene­ral meeting.

5.1 The resources and assets of the orga­ni­sa­tion include:

5.1.1 Mem­ber­s­hip fees;

5.1.2 Dona­tions from natu­ral and legal per­sons, alloca­tions inten­ded for a speci­fic pur­po­se and bequests;

5.1.3 Sup­ports form local govern­ment bud­get, endow­ments and foundations;

5.1.4 Govern­ment sub­si­dies or sup­port from regio­nal and glo­bal orga­ni­sa­tions, associa­tions and civil law partnerships;

5.1.5 Reve­nue ear­ned at events orga­ni­sed for achie­ving the long-term goals of the orga­ni­sa­tion, reve­nue from spon­sors­hip and other agree­ments, lot­te­ries and com­pe­ti­tions invol­ving pre­dic­tion of results, real esta­te and movab­le asset tran­sac­tions, inte­rest reve­nue and other income.

5.2 The resources and assets of the orga­ni­sa­tions belong to the orga­ni­sa­tion and they are uti­lized for achie­ving the goals of the orga­ni­sa­tion in accor­dance with app­licab­le legis­la­ti­ve acts and these Artic­les of Associa­tion. The associa­tion dist­ri­bu­tes its assets or pro­fit amongst its mem­bers neit­her direct­ly nor indirectly.

5.3 The alloca­tions made to the orga­ni­sa­tion for speci­fic pur­po­se, dona­tions and bequests can be used by the orga­ni­sa­tion for pur­po­ses indica­ted by the alloca­tor, dona­tor or bequeather.

5.4 The orga­ni­sa­tion shall bear no prop­rie­tary liabi­lity for the prop­rie­tary liabi­li­ti­es of its mem­bers. The mem­bers shall bear no prop­rie­tary liabi­lity for the liabi­li­ti­es of the orga­ni­sa­tion, except in the cases pro­vi­ded for in clau­ses 4.2.14 and 4.2.15 of the Artic­les of Association.
The associa­tion shall be liab­le for its prop­rie­tary liabi­li­ti­es with all of its assets.

6.1 The acti­vi­ti­es of the orga­ni­sa­tion shall be ter­mi­na­ted eit­her under a reso­lu­tion of the gene­ral mee­ting if the ter­mi­na­tion of the orga­ni­sa­tion has been inc­lu­ded in the agen­da of the gene­ral mee­ting as a sepa­ra­te item and the mem­bers of the orga­ni­sa­tion have been noti­fied as requi­red in clau­se 4.1.5 of the Artic­les of Associa­tion, 2/3 of the mem­bers of the orga­ni­sa­tion are pre­sent or rep­re­sen­ted at the mee­ting and 2/3 of the mem­bers pre­sent or rep­re­sen­ted vote for such reso­lu­tion; or under a bank­rup­tcy app­lica­tion filed by the mana­ge­ment board if it appe­ars the assets of the orga­ni­sa­tion do not cover its liabi­li­ti­es. If the mana­ge­ment board does not file the res­pec­ti­ve app­lica­tion or delays filing it, the guilty mem­bers of the mana­ge­ment board shall be soli­da­rily res­pon­sib­le for the dama­ge cau­sed to the orga­ni­sa­tion or third par­ti­es. The acti­vi­ti­es of the orga­ni­sa­tion shall be ter­mi­na­ted if the num­ber of mem­bers is less than two and the gene­ral mee­ting is inca­pab­le of appoin­ting the mem­bers of mana­ge­ment board and review com­mit­tee reques­ted by the Artic­les of Associa­tion. The orga­ni­sa­tion can be also ter­mi­na­ted upon com­pul­sory disso­lu­tion under a court ruling.

6.2 The orga­ni­sa­tion shall be liqui­da­ted upon termination.

6.3 The process of liqui­da­tion shall be con­duc­ted by the mem­bers of mana­ge­ment board if the gene­ral mee­ting has not resol­ved othe­rwi­se. In case of com­pul­sory disso­lu­tion, the court shall appoint the liquidators.

6.4 The liqui­da­tors shall ter­mi­na­te the acti­vi­ti­es of the orga­ni­sa­tion and claim debts, other assets and satis­fy the claims of creditors.

6.5 In case of ter­mi­na­ting the orga­ni­sa­tion, the assets that remain after satis­fying the claims of cre­di­tors shall be trans­fer­red to an associa­tion ente­red to the List of non-pro­fit orga­ni­sa­tions and foun­da­tions with inco­me tax incen­ti­ve or to a legal per­son in pub­lic law.

6.6 Upon the ter­mi­na­tion of the orga­ni­sa­tion the orga­ni­sa­tion shall be dele­ted from regis­ter on the basis of an app­lica­tion sub­mit­ted by the mana­ge­ment board (liqui­da­tors). Should the orga­ni­sa­tion not pre­sent an app­lica­tion for dele­ting it from regis­ter then the kee­per of the regis­ter shall have the right to dele­te the orga­ni­sa­tion from the register.

6.7 If the liqui­da­tors have not ful­fil­led their obli­ga­tions or dist­ri­bu­ted the assets of the orga­ni­sa­tion befo­re satis­fying all the claims of cre­di­tors or depo­si­ting funds, they shall bear soli­dary res­pon­si­bi­lity for the dama­ge cau­sed to the cre­di­tors by their inapp­rop­ria­te behaviour.

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