Articles of Association of Sihtasutus Eesti Ajaloomuuseum
Annex 2 of the foundation resolution of Sihtasutus Eesti Ajaloomuuseum. 21 January 2019
1. General provisions
1.1. The name of
the foundation is Sihtasutus Eesti Ajaloomuuseum (hereinafter the Foundation).
1.2. The registered location of the Foundation is the city of Tallinn,
the Republic of Estonia.
1.3. The founder of the Foundation is the Republic of Estonia, whose
founder’s rights are exercised by the Ministry of Culture.
1.4. The Foundation is a museum within the meaning of the Museums Act.
1.5. The Foundation has a seal and logo whose design and rules of use
are approved by the Supervisory Board of the Foundation.
2. Objective and its achievement
2.1. The
objective of the Foundation is, through the administration and use of assets,
to accumulate, preserve, research and share cultural heritage pertaining to the
Estonian people, land and history of the country as well as the heritage of
theatre, music and film for the purposes of education, science and
entertainment.
2.2. To achieve the objective, the Foundation shall:
2.2.1. manage and develop in a targeted and sustainable manner the assets of
the Foundation as well as develop and offer services that are in compliance
with the objective of the Foundation;
2.2.2. keep and expand in a purposeful manner the museum collection that has
been given to the Foundation for use, ensure that it is examined, used in a
targeted manner, available digitally and, if necessary, conserved and restored;
2.2.3. provide services for institutions, organisations and researchers in
accordance with the principles of organisation of museum collections and the
price list for services;
2.2.4. present to and share with the public cultural heritage through
exhibitions, education programmes, publications, media and public events;
2.2.5. carry out scientific research, organise conferences and seminars and
publish articles, yearbooks, catalogues and other publications that pertain to
the subjects covered by the museum;
2.2.6. organise training, provide consultancy and make expert assessments;
2.2.7. draw up action plans for research and conservation and restoration work
as well as projects on conservation and restoration, conduct research and make
expert assessments, conserve and restore;
2.2.8. consult museums on the composition, safekeeping, conceptualisation and
preservation of collections that pertain to their field and, if necessary,
serve as a place of training;
2.2.9. cooperate with other museums and institutions in Estonia and abroad;
2.2.10. manage the Foundation’s marketing and publish advertising
publications;
2.2.11. create conditions that facilitate the self-development of the
personnel of the Foundation.
3. Rights of Foundation
3.1. The
Foundation has the right to:
3.1.1. hold proprietary and non-proprietary rights and obligations and be a
claimant or defendant in court;
3.1.2. establish contractual relationships with Estonian and foreign legal and
natural persons both directly and via intermediary organisations, develop
cooperation relationships with them and be a member of non-profit organisations
and foreign and international organisations pursuant to a resolution of the
Supervisory Board;
3.1.3. own, lease and transfer under a resolution of the Supervisory Board
immovable and movable property necessary for the activities specified in the
Articles of Association;
3.1.4. organise continuing and informal education, charity events and
training;
3.1.5. organise auctions, exhibition sales, charity and benefit events and
fundraising initiatives;
3.1.6. offer accommodation, catering, trade, parking and transport services,
leasing services of rooms and inventory and tourism services;
3.1.7. offer design, construction, restoration and conservation services of
cultural monuments;
3.1.8. issue grants in order to achieve the objectives of the Foundation;
3.1.9. participate in the founding of another foundation only under a
resolution of the body exercising the founder’s rights, on the basis of the
authorisation by the Government of the Republic and pursuant to the State
Budget Act;
3.1.10. perform other activities necessary for the achievement of the
objectives of the Foundation that are in accordance with law.
3.2. The Foundation may not found or acquire shares in
companies.
4. Management
4.1. The managing
bodies of the Foundation are the Supervisory Board and Management Board.
4.2. A member of a managing body of the Foundation may not be a
person:
4.2.1. whose wrongful act or omission has led to a person’s bankruptcy;
4.2.2. whose wrongful act or omission has led to the activity licence issued
to a legal person being revoked;
4.2.3. who is subject to a prohibition on business;
4.2.4. whose wrongful act or omission has caused damage to a legal person;
4.2.5. who has been sentenced for an economic criminal offence, criminal
offence relating to office or a criminal offence against property.
4.3. The restrictions set out in clauses 4.2.1-4.2.4 of the Articles of
Association remain in force for five years after bankruptcy has been declared,
an activity licence has been revoked, a prohibition on business has expired or
damage has been compensated. The restriction set out in clause 4.2.5 of the
Articles of Association does not apply to persons whose information concerning
punishments has been deleted from the criminal records database.
4.4. Members of a managing body of the Foundation must not have a
personal interest in receiving the benefits granted by the Foundation. In the
case of a conflict of interests, including if the matter of entering into a
transaction between the Foundation and a member of a managing body of the
Foundation or the initiation or termination of court proceedings against a
member of a managing body of the Foundation is being decided, the member of the
body of the Foundation may not participate in deciding or voting on the
respective matter.
5. Supervisory Board
5.1. The
Supervisory Board plans the activities of the Foundation, organises its
management and supervises the activities of the Foundation.
5.2. The Supervisory Board has up to five members, at least one of whom
is elected by the body exercising the founder’s rights on the proposal of the
Minister of Finance. The founder determines the number of members of the
Supervisory Board on the basis of the objectives, assets and financial
situation of the Foundation, as well as the need to ensure the effective
implementation of the duties, tasks and functions of the Supervisory Board in
the planning and organisation of the Foundation’s activities and supervising
the activities of the Management Board.
5.3. The body exercising the founder’s rights appoints the members
of the Supervisory Board for four years.
5.4. Decisions on changes to the membership of the Supervisory Board and
on removing members of the Supervisory Board are made by the body exercising
the founder’s rights under its resolution.
5.5. The body exercising the founder’s rights may remove a member of the
Supervisory Board at any time, irrespective of the reason.
5.6. The Supervisory Board is competent to:
5.6.1. approve the development plan of the Foundation submitted by the
Management Board;
5.6.2. approve the annual action plan, operational objectives and budget of
the Foundation prior to the commencement of the financial year and make future
amendments thereto;
5.6.3. approve the annual report of the Foundation;
5.6.4. approve the procedure for the use and disposal of the assets of the
Foundation;
5.6.5. approve the structure and total number of members of the Foundation;
5.6.6. establish the rules of procedure of the Supervisory Board;
5.6.7. make a proposal to the founder to remove a member of the Supervisory
Board appointed by the founder if the member is regularly absent from the
meetings of the Supervisory Board, has hindered the achievement of the
objectives of the Foundation or harmed its reputation, has repeatedly failed to
perform their obligations or is unable to participate in the work of the
Supervisory Board, as well as in any other cases provided by law;
5.6.8. appoint and remove a member of the Management Board;
5.6.9. restrict the right of representation of or remove, if necessary, a
member of the Management Board if the member of the Management Board has
violated the Articles of Association or the terms and conditions of the
contract they have entered into;
5.6.10. determine the remuneration to be paid to a member of the Management
Board;
5.6.11. determine the performance fees to be paid to a member of the
Management Board;
5.6.12. represent the Foundation in disputes and transactions with members of
the Management Board;
5.6.13. give consent to the Management Board for entry into transactions that
are beyond the scope of everyday economic activities and, above all, for entry
into transactions that bring about:
5.6.13.1. the transfer of immovables and movables entered in the register or
the encumbrance thereof with a real right only upon a unanimous resolution of
all members of the Supervisory Board. The resolution of the Supervisory Board
for the transfer of an immovable handed over to the Foundation by the state as
a non-monetary consideration or the encumbrance thereof with a right of
superficies is subject to prior authorisation by the Government of the Republic
and the body exercising the founder’s rights;
5.6.13.2. take out loans and enter into financial lease contracts only upon a
unanimous resolution of all members of the Supervisory Board.
5.7. Requirements of members of Supervisory Board
5.7.1. A member of the Supervisory Board may not be a person who has a
substantive conflict of interests with the Foundation, the source of which may
be, among other things, a circumstance that the person or a party related to
the person:
5.7.1.1. is a sole proprietor who is engaged in the same economic activities
as the Foundation;
5.7.1.2. is a partner of a general partnership or a general partner of a
limited partnership engaged in the same economic activities as the Foundation;
5.7.1.3. has a qualifying participation in a company engaged in the same
economic activities as the Foundation;
5.7.1.4. is a member of a managing body of a company engaged in the same area
of activity as the Foundation, unless it is a company with state participation
or a company belonging to the same group as such a company;
5.7.1.5. has substantial business interests in relation to the Foundation,
which, among other things, are reflected in owning a qualifying share in a
legal person or being a member of a managing body of a legal person that is a
significant seller of goods to or buyer of goods from, or supplier of services
to or customer of services of, the Foundation.
5.8. Remuneration of member of Supervisory Board
5.8.1. The remuneration of the members of the Supervisory Board of the
Foundation is set by the body exercising the founder’s rights.
5.8.2. Equal remuneration is granted to the members of the Supervisory Board,
unless otherwise prescribed by law. Higher remuneration may be granted to the
chairman of the Supervisory Board. Additional remuneration may be granted to a
member of the Supervisory Board for the participation of that member in the
audit committee specified in the Auditors Activities Act, or other body of the
Supervisory Board. In the payment of remuneration to the members of the Supervisory
Board, their participation in the meetings of the Supervisory Board and in the
activities of the bodies of the Supervisory Board is taken into account.
5.8.3. A member of the Supervisory Board is compensated for justified expenses
related to the activities of the Foundation upon the prior consent of the other
members of the Supervisory Board in a format that can be reproduced in writing
and provided that the budget allows for it.
5.8.4. Entry into a contract for services or commencement of any other form of
paid employment relationship with a member of the Supervisory Board requires
the prior consent of all members of the Supervisory Board in a format that can
be reproduced in writing.
5.8.5. If the chairman of the Supervisory Board does not perform the
obligations specified in clause 5.9.9 of the Articles of Association, the body
exercising the founder’s rights may suspend the remuneration of the chairman of
the Supervisory Board or reduce the remuneration in proportion to the period
during which the obligation was not performed.
5.8.6. Upon the removal of a member of the Supervisory Board, the member is
not compensated.
5.9. Organisation of work of Supervisory Board
5.9.1. The members of the Supervisory Board elect a chairman from among
themselves, who represents the Supervisory Board, organises its activities and
chairs the meetings of the Supervisory Board. The procedure for substitution of
the chairman of the Supervisory Board is determined by a resolution of the
chairman of the Supervisory Board.
5.9.2. Ordinary meetings of the Supervisory Board are held as and when
necessary, but no less than once every three months, at the time and place
determined by the Supervisory Board. The members of the Supervisory Board are
notified in writing in advance of the time, place and agenda of the meetings,
as specified by law.
5.9.3. A special meeting is called at the written request of the auditor or a
member of the Supervisory Board or Management Board. A notice of a special
meeting is sent by unregistered mail or electronically to each member of the
Supervisory Board to the address indicated by them at least seven days before
the date of the meeting. The notice must set out the time, place and agenda of
the meeting.
5.9.4. A meeting of the Supervisory Board has quorum if more than half of the
members of the Supervisory Board participate therein. If a member of the
Supervisory Board is unable to participate in the meeting at the time and place
set out in the notice, they are entitled to take part in decision-making by
submitting to the chairman of the Supervisory Board (or the person substituting
for them) their opinion and vote in writing before the adoption of the
resolution. The written opinion of a member of the Supervisory Board is annexed
to the minutes.
5.9.5. The Supervisory Board may adopt resolutions without calling a meeting
if more than half of the members of the Supervisory Board cast their vote in
writing in favour of the resolution. All members of the Supervisory Board must
submit their opinion. Written opinions signed by the members of the Supervisory
Board are annexed to the minutes.
5.9.6. A resolution of the Supervisory Board is adopted if more than half of
the members of the Supervisory Board who participated in the meeting voted in favour
of the resolution. Each member of the Supervisory Board has one vote. A member
of the Supervisory Board does not have the right to refuse to vote or to
abstain from voting, except in the events specified in the Articles of
Association or law when the member is not allowed to vote.
5.9.7. Each meeting of the Supervisory Board is recorded in the minutes,
taking into account the requirements set forth in the State Assets Act (if
these have been established). The minutes must note the resolutions adopted by
the Supervisory Board and transcripts must be made available to all members of
the Supervisory Board. All of the members of the Supervisory Board in
attendance must sign the minutes of a meeting.
5.9.8. The chairman of the Supervisory Board must submit to the body
exercising the founder’s rights and the Minister of Finance:
5.9.8.1. the agenda of a meeting of the Supervisory Board at least three
business days before the meeting is held and, within one month of the meeting,
a copy of the minutes of the meeting together with the materials for the
meeting;
5.9.8.2. in the event that a resolution of the Supervisory Board is adopted
without calling a meeting, the draft resolution of the Supervisory Board at the
same time that it is transmitted to the members of the Supervisory Board, and
the record of the vote or the results of the vote within five business days of
the vote.
5.9.9. To perform its duties, tasks and functions, the
Supervisory Board has the right to access all of the documents of the Foundation
and to check the correctness of accounting, the existence of assets, the
compliance of the activities of the Foundation with the law, the Articles of
Association and the resolutions of the Supervisory Board.
6. Management Board
6.1. The Management
Board directs and represents the Foundation.
6.2. The member of the Management Board is appointed and removed
by the Supervisory Board.
6.3. The Management Board consists of one member.
6.4. The term of office of the member of the Management Board is
up to five years.
6.5. The Supervisory Board enters into a fixed-term contract with
the member of the Management Board specifying the rights and obligations of the
member of the Management Board and the remuneration for the performance of the
duties, tasks and functions of the member of the Management Board.
6.6. The Management Board is competent to:
6.6.1. represent the Foundation and ensure its engagement in economic
activities;
6.6.2. submit, at least four times a year, an overview of the activities,
economic activities and economic situation of the Foundation as well as
immediately give notice of any considerable deterioration in the economic
situation of the Foundation and other important circumstances related to the
economic activities of the Foundation;
6.6.3. enter into, amend and terminate employment contracts with the employees
of the Foundation;
6.6.4. decide on the use of the funds of the Foundation, including the
purchase or other acquisition of assets for the Foundation, the taking out of
loans on behalf of the Foundation within the limits and in accordance with the
procedure established by the Supervisory Board;
6.6.5. approve the prices of services provided by the Foundation;
6.6.6. sign all documents on behalf of the Foundation, enter information into
the register of non-profit organisations and foundations in the circumstances
and within the deadlines provided by law;
6.6.7. conduct negotiations, enter into contracts and ensure the performance
of contracts entered into.
6.7. When managing the Foundation, the Management Board follows the
legal orders of the Supervisory Board. Therein, the Management Board may enter
into transactions that go beyond the limits of the everyday activities of the
Foundation solely with the consent of the Supervisory Board. The prior consent
of the Supervisory Board is necessary, above all, for entry into the
transactions mentioned in clause 5.6.13 of the Articles of Association.
6.8. The Management Board has the right to represent the Foundation in
legal operations in accordance with the competence established by the
Supervisory Board. The right of the Management Board to represent the
Foundation may be restricted by a resolution of the Supervisory Board. This
restriction of the right of representation does not apply to third parties. A
member of the Management Board has the right to appoint, for a period of their
temporary absence (business trip, holiday, etc.), a representative on the basis
of a power of attorney. The power of attorney must set out, among other things,
the scope and duration of the authorisation and it must be approved by the
chairman of the Supervisory Board in writing in advance.
6.9. Remuneration may only be paid to the member of the Management Board
on the basis of the Management Board member contract entered into with the
member. If the member of the Management Board performs other duties, tasks and
functions necessary for the Foundation in addition to those of the member of
the Management Board of the Foundation, the member of the Management Board may
be remunerated for such duties, tasks and functions only if this has been
specified in the Management Board member contract.
6.10. Additional remuneration may be paid to the member of the
Management Board according to their performance. The amount of the additional
remuneration must be justified with regard to the achievement of the objectives
set for the Foundation. The total amount of additional remuneration paid during
a financial year may not exceed an amount equivalent to three times the average
monthly remuneration paid to the member of the Management Board in the previous
financial year.
6.11. Severance pay may be paid to the member of the Management
Board only if the member is removed on the initiative of the Supervisory Board
before the term of office of the member expires. The severance pay may be to up
to three months’ remuneration effective at the time of removal of the member of
the Management Board.
7. Structure
The structure and total number of members of the Foundation is approved by the Supervisory Board on the proposal of the Management Board.
8. Development plan
8.1. The
Foundation has a development plan that is drawn up for at least four years.
8.2. The development plan provides for the mission and objectives
of the Foundation and the activities and tools planned for achieving them.
8.3. The drafting and amendment of the development plan is
organised by the Management Board. The development plan or amendments thereto
are approved by the Supervisory Board and it is sent to the body exercising the
founder’s rights for information purposes.
9. Budget
9.1. A balanced
budget which complies with the financial plan of the Foundation, the budget
position rules set out in § 6, the net debt rule set out in § 10 and the
restrictions set out in § 11 of the State Budget Act is drawn up with regard to
all of the revenue and expenditure of the Foundation.
9.2. The Foundation annually draws up and submits a financial plan
compliant with the requirements of § 12 of the State Budget Act, which serves
as the basis for drawing up the budget of the Foundation.
10. Assets and their management
10.1. The
assets of the Foundation consist of the following:
10.1.1. funds and other assets handed over by the founder to the Foundation;
10.1.2. support allocated from the state budget in accordance with the State
Budget Act fixed annually;
10.1.3. proprietary gifts, donations and inheritance;
10.1.4. income from primary activity and other economic activities;
10.1.5. support from funds, assistance programmes, etc.;
10.1.6. transactions with movable and immovable property;
10.1.7. funds received from other activities permitted by law.
10.2. The value of non-monetary assets handed over to the
Foundation is determined in an expert assessment or valuation report that is
commissioned from persons who have special knowledge and skills and provide
expert assessment or valuation services. The correctness of the valuation of
non-monetary assets is verified by an auditor, who submits their written opinion
thereon. The assets are handed over to the Foundation on the basis of a report
that is signed by the person handing over the assets or a party authorised by
that person and a member of the Management Board of the Foundation.
10.3. The use and disposal of assets transferred by the state to the
Foundation free of charge or below their usual value for the purpose of
performance of the duties, tasks and functions provided by law or the Articles
of Association is regulated by § 33 of the State Assets Act.
10.4. To achieve its objectives, the Foundation engages in economic
activities within the limits permitted by the laws of the Republic of Estonia.
10.5. The Foundation uses its income to achieve the objectives
specified in the Articles of Association. The Foundation may not grant loans,
secure third-party obligations, enter into deposit contracts with credit or
financial institutions or invest its funds in financial assets, including in
securities.
10.6. The Foundation must keep all of its funds in the Ministry of
Finance, make payments from the account of the funds through the Ministry of
Finance and may only hold an account in a credit or financial institution by
agreement with the Ministry of Finance.
11. Reporting and auditing
11.1. The accounts
of the Foundation are kept by the Management Board in accordance with the law.
11.2. The financial year of the Foundation commences on 1 January and
ends on 31 December.
11.3. After the financial year has ended, the Management Board draws up
the annual accounts and management report and submits the approved annual
report along with the opinion of the Foundation’s auditor to the Supervisory
Board for approval within four months. Before approving the annual report, the
Supervisory Board must hear from the sworn auditor who audited the annual
accounts.
11.4. The Foundation is required to submit to the Ministry of Finance,
the National Audit Office and the body exercising the founder’s rights a copy
of the audited and approved annual report within four months of the end of the
financial year. Along with the report, an overview of how the Supervisory Board
has organised the activities of the Foundation, managed the Foundation and
exercised supervision during the accounting period is submitted and the amount
of remuneration paid to the members of the Supervisory Board and Management
Board during the financial year is indicated.
11.5. Auditor
11.5.1. The auditor of the Foundation is appointed by the Supervisory
Board for three years. The procedure for the remuneration of the auditor and
the removal of the auditor is decided by the Supervisory Board.
11.5.2. The body exercising the founder’s rights has the right to
demand that a special audit be carried out and to use a structural unit of an
agency governed by the body for this purpose.
11.6. Internal Auditor
11.6.1. The Foundation is required to ensure the functioning of the
internal audit system and to establish the position of internal auditor or
outsource the internal audit service if, as of the balance sheet date of the
financial year, the Foundation’s balance sheet total exceeds two million euros
or if the revenue for the financial year exceeds two million euros. The
chairman of the Supervisory Board enters into a contract with the internal
auditor.
11.6.2. The Foundation has the right not to create the position of
internal auditor or not to outsource the internal auditor service if, in the
estimation of the Supervisory Board, this may be economically reasonable. Such
a resolution of the Supervisory Board must first be approved by the body
exercising the founder’s rights.
12. Amendment of Articles of Association
12.1. After the Foundation has been entered in the register, the Articles of Association of the founder may only be amended for the purpose of taking into account changed circumstances, thereby following the objectives of the Foundation.
13. Merger, division and dissolution
13.1. Merger and division
13.1.1. The Foundation is merged with another foundation by a
resolution of the founder as provided by law.
13.1.2. The Foundation may only be divided into further foundations by
a resolution of the founder as provided by law.
13.2. Dissolution
13.2.1. The Foundation is dissolved by a resolution of the founder or by a
court judgement.
13.2.2. The Foundation is dissolved by a resolution of the founder for the
following reasons:
13.2.2.1. the Foundation does not follow the requirements provided by law and
the Articles of Association and, in spite of written warnings issued to the
Supervisory Board, the violations have been repeated during the calendar year;
13.2.2.2. the Foundation has lost its assets, and the acquisition of
sufficient assets in the near future is unlikely;
13.2.2.3. the activity support allocated to the Foundation from the state budget
for the performance of the obligations set out in the contract for the use of a
state-owned museum collection is not enough for the performance of the
contractual obligations of the Foundation;
13.2.2.4. in other cases provided by law.
13.2.3. Upon the dissolution of the Foundation, the assets remaining
following the settlement of all claims of creditors and the deposit of money
are handed over to the founder.