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.