Charter

Name of the non-profit association: Eesti ÜRO Ühing
Name in English: UNA Estonia
Registered office: Tartu, Estonia

I. Objectives

The United Nations Association Estonia is a voluntary, non-partisan and independent non-profit association that promotes civil society initiatives in Estonia relating to the UN, its affiliated organisations and their activities. The objectives of the United Nations Association Estonia are:

1. to raise public awareness of the UN and its activities;
2. to educate and inform the public, particularly young people, about the UN and its activities;
3. to make information concerning the UN and its activities accessible to society;
4. to promote the representation and participation of Estonia and Estonian civil society in the UN and its affiliated organisations.

II. Members of the Association

Natural and legal persons who meet the requirements of the law and these Articles of Association and wish to contribute to achieving the Association’s objectives may become members. Admission is decided by the Management Board on the basis of the applicant’s written application.

1. The Association has members and supporting members.
2. Natural and legal persons may be members or supporting members of the Association.
3. A person wishing to become a member or supporting member shall submit a written application to the Association. The Management Board shall decide on admission at its next meeting following receipt of the application and shall notify the applicant in writing within 30 days.
4. The rights of a member begin when the member has received notice from the Management Board confirming admission to the Association and has paid the annual membership fee in accordance with the procedure established by the Management Board.
5. Membership terminates upon:
   1. the member’s withdrawal;
   2. the member’s expulsion by the Management Board where the member’s activities are inconsistent with the principles or Articles of Association of the Association, including failure to pay the membership fee;
   3. the death of the member.
6. A supporting member is not a member of the Association within the meaning of the Non-profit Associations Act.
7. A supporting member has the right to participate in all activities of the Association without voting rights and without the right to stand for election to the Management Board. Supporting members are not required to pay a membership fee. An active member may become a supporting member at any time by notifying the Management Board in writing of the wish to change membership status. The membership status shall be changed in accordance with clause II.3.
8. Honorary member. The Management Board may grant honorary membership. An honorary member must be a person whose activities have been noteworthy and consistent with the objectives of the Association. An honorary member shall have the status of a supporting member and shall be exempt from paying the membership fee. A future honorary member need not previously have been a member of the Association.

a. Rights of a Member

A member of the Association has the right to:

1. take part in events organised by the Association and otherwise participate in its activities;
2. elect and be elected to the Management Board;
3. use the assets and information of the Association to further its activities under these Articles of Association, in accordance with decisions of the Management Board;
4. receive information from the Management Board about the Association’s activities, decisions, cooperation plans, international cooperation and planned events;
5. address any body of the Association with applications, proposals and criticism on any matter;
6. personally attend a meeting of any body of the Association at which their activities or conduct are discussed;
7. attend meetings of the Management Board with the right to speak, subject to prior notice;
8. submit proposals and draft decisions concerning the governance and organisation of the Association to the General Meeting and the Management Board;
9. withdraw from the Association at any time in accordance with the conditions set out and referred to in these Articles of Association.

b. Obligations of a Member

A member of the Association is required to:

1. comply with the Articles of Association;
2. comply with the decisions of the bodies of the Association;
3. pay the membership fee on time;
4. actively contribute to achieving the objectives of the Association.

c. Withdrawal and Expulsion

A member is deemed to have withdrawn from the Association on the date a written notice of withdrawal is submitted to the Management Board.

If a member fails to fulfil the obligations arising from these Articles of Association, has failed to pay the membership fee for two (2) calendar years, or acts in a manner detrimental to the interests or joint activities of the Association, the Management Board may expel the member. The expelled person must be notified in writing within 30 days after the decision is adopted.

III. Structure and Governance of the Association

a. General Meeting

The highest governing body of the Association is the General Meeting. The General Meeting is competent to:

1. determine the number of members of the Management Board, elect and remove Management Board members, and determine their powers;
2. hear the Management Board’s activity report and financial report for the previous year and formally assess them;
3. approve the activity plan and budget for the forthcoming operating year;
4. approve and amend the Articles of Association;
5. approve the amount and payment deadlines of the membership fee;
6. decide other matters relating to the activities of the Association;
7. decide on the dissolution, merger and division of the Association.

The General Meeting shall be convened by the Management Board at least once a year, or at the request of at least one tenth of the members of the Association, with no less than two weeks’ notice given by email.

The Management Board shall decide the venue of the General Meeting. The General Meeting shall be chaired by the Secretary-General and minutes shall be taken. The person taking the minutes shall be appointed by the Secretary-General and need not be a member of the Association. The preliminary agenda shall be provided to members together with the notice convening the General Meeting.

Amendment of the Articles of Association

These Articles of Association may be amended if at least two thirds of the members or their representatives participating in the General Meeting vote in favour. An amendment changing the objectives of the Association requires the consent of at least nine tenths of the members.

Procedure for Adopting Decisions of the General Meeting

1. The General Meeting has a quorum if it has been convened in accordance with clause III.a of these Articles of Association and at least one quarter of the members of the Association are present.
2. If the General Meeting lacks a quorum, a newly convened General Meeting has a quorum with respect to the matters that remained undecided at the General Meeting that could not be held.
3. A decision of the General Meeting is adopted if more than half of the participating members vote in favour, except for a decision changing the objectives of the Association. Each member has one vote. A vote may not be transferred. Only members who have paid the membership fee have the right to vote. In the event of a tie, the vote cast by the Secretary-General is decisive.

Convening an Extraordinary General Meeting

An extraordinary General Meeting may be convened by the Management Board or by at least one quarter of the members of the Association. An official request by members to convene an extraordinary General Meeting must be submitted to the Management Board in writing. It must state the matter of concern to be included on the agenda and must be signed by the members requesting the extraordinary General Meeting.

b. Management Board of the Association

The Management Board consists of no fewer than three (3) and no more than five (5) members. It consists of the Chair of the Association (Secretary-General) and other Management Board members. The Management Board is elected by the General Meeting from among the members of the Association. Management Board members are elected for a term of three years and may be re-elected. A Management Board member must be a member of the Association but may not be a member of the Advisory Council.

The Management Board is required to:

1. plan and carry out the activities of the Association;
2. represent the Association in cooperation with other organisations and/or persons;
3. manage the budget and assets of the Association;
4. prepare and submit the Association’s annual activity report and financial report, annual plan and budget to the General Meeting for approval and to the Advisory Council for review;
5. elect the Secretary-General of the Association from among the Management Board members;
6. decide on applications for membership;
7. decide on withdrawals of members;
8. convene the General Meeting and prepare its agenda;
9. submit proposals to the General Meeting for amendments to the Articles of Association;
10. present an overview of the Association’s activities, annual plan and budget to the General Meeting;
11. resolve other matters requiring action in connection with the Association’s activities.

Decisions of the Management Board shall be adopted at a meeting of the Management Board. The quorum for adopting decisions is one half of the Management Board members. Decisions shall be adopted by a simple majority of the members of the Management Board. In the event of a tie, the vote cast by the Secretary-General is decisive.

The Management Board may adopt decisions in writing, including digitally. In such a case, all Management Board members must be informed of the matter on the agenda and of the date by which their vote must be submitted.

The Management Board may adopt internal rules of procedure allocating the responsibilities and functions of Management Board members. A Management Board member remains responsible to the Association and under the law regardless of their more narrowly defined duties.

A Management Board member may be removed early by the General Meeting if they breach the Articles of Association.

A Management Board member loses their status before the end of the term if they: (a) submit a notice of resignation from the Management Board; (b) become a member of the Advisory Council; (c) lose membership of the Association for any reason; or (d) resign at the General Meeting. A Management Board member shall be removed early by the General Meeting if they breach the Articles of Association. Removal of the Management Board or a Management Board member requires a two-thirds majority of valid votes cast at the General Meeting.

If the number of Management Board members falls below the required minimum, the Management Board shall, where necessary, appoint a substitute member until a new Management Board member is elected at the next General Meeting. A substitute member may be elected electronically.

c. Chair of the Association (Secretary-General)

The Secretary-General is responsible for the day-to-day activities of the Association and carries them out in accordance with decisions of the Management Board. The duties of the Secretary-General are:

1. to plan and implement the activities of the Association in accordance with decisions of the Management Board and these Articles of Association;
2. to plan and monitor the budget of the Association;
3. to participate in communication and outreach activities;
4. to represent the Association at the UN and its subsidiary bodies, WFUNA and partner organisations in Estonia and abroad;
5. to promote the exchange of contacts between the Association, Parliament, the Government, other associations and foundations, embassies, and other public or private institutions.

d. Advisory Council of the Association

With the support of the Management Board, the Secretary-General may establish an Advisory Council of up to five members. Members of the Advisory Council are elected unanimously by the Management Board on the proposal of the Secretary-General for a term of two years. A member of the Advisory Council may, but need not, be a member of the Association and may not be a member of the Management Board. Advisory Council members may be re-elected. The Management Board may unanimously remove an Advisory Council member before the end of the term. Members of the Advisory Council perform their duties without remuneration. Their duties are:

1. to advise the Secretary-General and the Management Board on matters relating to the strategic planning of the Association;
2. to assist and support the Management Board in the day-to-day activities of the Association, including by providing expertise, participating in communication activities and contributing to the Association’s external relations;
3. to review and provide feedback on the annual plan and budget prepared by the Management Board;
4. to request specific activities or plans from the Management Board; the Management Board must comply with such a request;
5. to draw attention to developments within the Management Board and inform the General Meeting thereof.

Recommendations of the Advisory Council shall be adopted at an Advisory Council meeting or in writing, including digitally. The Advisory Council shall meet together with the Management Board at least once during its term, upon invitation by the Management Board or at the request of two thirds of the Advisory Council members.

At least 14 days before an Advisory Council meeting, the Management Board shall prepare and distribute to the Advisory Council members the previous year’s activity report, financial report, annual plan and budget, together with any other documents requested by the Advisory Council.

The quorum for adopting a decision of the Advisory Council is one half of its members. Recommendations shall be adopted unanimously. Votes may be cast in person or electronically.

IV. Dissolution, Merger and Division of the Association

1. The dissolution, merger or division of the Association shall be decided by an extraordinary General Meeting convened for that purpose;
2. a General Meeting concerning dissolution, merger or division shall be convened on the basis of a two-thirds majority decision of the Management Board, a two-thirds majority decision of the General Meeting, or a request supported by two thirds of the members;
3. upon liquidation, any remaining assets shall be transferred to non-profit associations or foundations included in the list of entities eligible for income tax incentives, or to legal persons governed by public law;
4. the dissolution, merger and division of the Association shall be carried out in accordance with applicable law.