ESTONIAN BALLET UNION

ARTICLES OF ASSOCIATION

1.     General Provisions

1.1.     The name of the non-profit association (hereinafter the Union) is Eesti Balletiliit. The name of the Union in English is the Estonian Ballet Union.

1.2.     The Union (with the former name ‘Estonian Professional Dancers Union’) was established in Tallinn on the seventeenth of November nineteen ninety-seven (17/11/1997) for an unspecified term. The Union is a member of the non-profit association Estonian Theatre Union.

1.3.     The registered office of the Union is Tallinn, Republic of Estonia.

1.4.     The objective of the activities of the Union is to value creativity and one’s sense of purpose and to promote the art of dancing at a professional level in Estonia.

1.5.     In order to reach its objectives, the Union will:

1.5.1.     represent and protect the creative and professional interests of its members;

1.5.2.     help raise the professional level of members;

1.5.3.     accept donations and help find sponsors;

1.5.4.     organise scholarships for studies and retraining;

1.5.5.     support research and projects on ballet and dance;

1.5.6.     support retired members of the Union;

1.5.7.     support joining international organisations of professional dancers;

1.5.8.     represent the interests of its members in wage negotiations, using all means prescribed by law.

1.6.     The main activity of the Union is not earning profits by way of economic activities. The profits may only be used for the purposes set forth by the articles of association. The Union may acquire material and non-material rights and be subject to obligations. The Union has property and a bank account, an independent balance sheet, its own insignia and seal.

1.7.     The assets of the Union are formed of the profit obtained as a result of its activities and the use of assets of the Union, of entry and membership fees, economic aid, donations, inheritances, and other income.

1.8.     Upon the performance of its obligations, the Union is liable with all of its assets. A member of the Union is liable for the Union’s obligations to the extent of his or her monetary contribution.

1.9.     The Union’s financial and reporting year begins on 1 January and ends on 31 December of each calendar year.

 

2.     Membership

2.1.     Members of the Union include active, senior, and honorary members who recognise the articles of association of the Union.

2.1.1.     An active member of the Union is a professional dancer trained in ballet who has the respective diploma or who acts in their profession (as a dancer, a choreographer, a teacher, etc.).

2.1.2.     A senior member of the Union is an active member in retirement age. Senior members over the age of 70 are not required to pay the Union’s membership fee;

2.1.3.     An honorary member of the Union is a person who has done the Union special favours or who the Union wishes to recognise for his or her contribution. An honorary member of the Union is not obliged to pay the Union’s membership fee.

2.2.     Members of the Union are admitted by a resolution of the management board based on a written application of a potential member.

2.3.     The management board organises the keeping of records of members of the Union as well as of entry and membership fees.

2.4.     A member of the Union has the right to:

2.4.1.     participate in all events organised by the Union;

2.4.2.     elect members of and be elected as a member of a management body of the Union;

2.4.3.     vote on general meetings of the Union;

2.4.4.     obtain information on the activities of the Union;

2.4.5.     leave the Union pursuant to the procedure provided in the articles of association;

2.4.6.     exercise other rights set forth in the articles of association.

2.5.     A member of the Union is obligated to:

2.5.1.     abide by the articles of association, resolutions of the management bodies, and obligations arising from legislation;

2.5.2.     refrain from activities that may damage the reputation of the Union;

2.5.3.     make timely payments in amounts and by due dates indicated by the management bodies.

2.6.     Members of the Union may leave the Union by notifying the management board in writing at least one month in advance.

2.7.     A member of the Union will be excluded from the Union upon his or her death.

2.8.     By a resolution of the management board, a member of the Union may be excluded from the Union:

2.8.1.     if he or she fails to abide by the provisions of the articles of association or if he or she damages the Union to a significant extent;

2.8.2.     from the day of adopting the respective resolution by the management board. A member of the Union may request the exclusion of a member to be decided at a general meeting.

2.9.     Upon the termination of membership, entry and membership fees are not refunded.

 

3.     Management

3.1.     Management bodies of the Union are the general meeting, the meeting of representatives (the council), and the management board.

 

General Meeting

 

3.2.     The general meeting is the highest body of the Union.

3.3.     The general meeting is called by the management board at least 1 (one) time every 3 (three) years. Members of the Union are notified of calling the general meeting at least 30 (thirty) days before the occurrence thereof.

3.4.     The management board shall call the general meeting if at least 1/10 (one-tenth) of the members of the Union so demand in writing indicating the reason. Should the management board fail to call the general meeting on these circumstances, the members who request the meeting may call the meeting themselves pursuant to the procedure required from the management board.

3.5.     The general meeting has a quorum if at least half of the total number of members of the Union participate in the meeting. Upon absence of a quorum, the management board shall call a new general meeting within 14 (fourteen) days with the same agenda, and the new general meeting will be competent to adopt resolutions regardless of the number of members participating in the meeting.

3.6.     A resolution of the general meeting is adopted if more than half of the members who participate in or are represented at the meeting vote in favour, except in the case of amendment of the articles of association or the dissolution, merger, or division of the activities of the Union. The resolution to amend the articles of association of the Union is adopted if 2/3 (two thirds) of members who participate in or are represented at the general meeting vote in favour.

3.7.     Each member or the Union has one vote at the general meeting.

3.8.     Minutes are taken of resolutions adopted at a general meeting. The minutes are signed by the chairman and the secretary of the meeting. A list of members who participated in the meeting with their signatures is an integral part of the minutes.

3.9.     The general meeting adopts resolutions in all matters concerning the management of the Union, the resolution of which has not, by law or these articles of association, been given to the competence of another management body.

3.10. The general meeting of the Union is competent to:

3.10.1. amend the articles of association and adopt new articles of association;

3.10.2. change the objective of activities;

3.10.3. elect and remove representatives;

3.10.4. review the work of representatives;

3.10.5. elect and remove members of the management board;

3.10.6. decide the dissolution of the activities of the Union.

 

Meeting of Representatives

 

3.11. Between general meetings, the obligations of the general meeting to the extent provided by the articles of association is performed by the meeting of representatives (hereinafter referred to as the Council).

3.12. The number of representatives in the Council is at least 10% of the number of total members of the Union. The members of the Council are elected and approved at a general meeting of the Union for 3 (three) years.

3.13. The Council is called by the management board as needed, but no less than 1 (one) time per year.

3.14. The Council is competent to:

3.14.1. review the work of the management board of the Union;

3.14.2. approve the annual report of the Union;

3.14.3. elect and remove an auditor;

3.14.4. inspect the Union’s activities and direct them pursuant to the objectives of the activities of the Union.

3.15. In order to organise the work of the Council, the Council elects and approves a chairman. The Council has a quorum if at least half of the representatives participate in the meeting of the Council. Resolutions of the Council are adopted by simple majority and are formulated at least in a format which can be reproduced in writing. Where votes are tied, the chairman of the Council has the deciding vote.

3.16. A member of the Council may only authorise another member of the Council to take his or her place at the meeting.

 

Management Board

 

3.17. Between general meetings, the regular business of the Union is conducted by the management board.

3.18. The management board shall report to the Council and the general meeting.

3.19. The management board may have one (chairman) to five members.

3.20. In order to organise the work of the management board, the management board elects a chairman from among its members. At least half of the members of the management board shall be persons living in Estonia.

3.21. The management is elected and approved by the general meeting for 3 (three) years.

3.22. The management board holds meetings as necessary, but at least once per quarter.

3.23. The management board has a quorum if at least ¾ (three quarters) of the number of members of the management board participate in the meeting of the management board. If a management board has several members, then to adopt a resolution, the majority of votes in favour of members of the management board who participate in the meeting is required. The management board may hold meetings online (e.g. by e‑mail, Skype, etc.).

3.24. The Union may be represented in all legal acts by any member of the management board.

3.25. The management board of the Union:

3.25.1. specifies the activities of the Union;

3.25.2. ensures the implementation of resolutions of the general meeting and the Council;

3.25.3. compiles an annual report of the Union;

3.25.4. decides matters regarding the use and disposal of the Union’s assets, except the transfer or encumbrance with a real right of an immovable or a registered movable, which may only be carried out by a resolution of the general meeting and on terms and conditions provided in that resolution;

3.25.5. organises the accounting of the Union pursuant to the Accounting Act;

3.25.6. resolves all matters concerning the activities of the Union which are not within the exclusive competence of the general meeting or the Council.

 

4.     Activities of the Union upon the implementation of the Creative Persons and Artistic Associations Act

4.1.     The Union operate as an artistic association and the artistic field of the Union is the art of dance.

4.2.     The procedure for notification and registration of work created or performed in the artistic field by a member of the Union:

4.2.1.     A member of the Union shall notify of work performed or submitted by him or her no later than 10 working days as of its performance or publication at least in a format which can be reproduced in writing, pursuant to the procedure set forth by the Union;

4.2.2.     The Union shall register the work performed or submitted within 15 working days as of receiving the notice by entering the title and the time of creation, performance, or publication into the register.

4.3.     The procedure for the election of members of the committee of granting support for creative activity and the procedure for the work of the committee:

4.3.1.     The functions of the committee of granting support for creative activity are performed by the management board of the Union. The committee of support for creative activity includes an official of the Ministry of Culture as a representative of the state who has been appointed by the Minister of Culture;

4.3.2.     The committee is convened as needed, but no less than twice a year;

4.3.3.     Members of the committee elect a chairman of the committee from among themselves. Upon the proposition of the committee, a vice chairman of the committee is elected, who replaces the chairman upon the latter’s absence;

4.3.4.     A meeting of the committee is called by the chairman, or, upon his or her absence, a vice chairman. A proposal to call a meeting may be made to the chairman (or, upon his or her absence, to the vice chairman) by any member of the committee;

4.3.5.     The committee has a quorum if at least half of the members of the committee, including the chairman (or, upon his or absence, to the vice chairman), participate in the meeting. Upon failure to reach a quorum, the chairman of the committee (or, upon his or her absence, to the vice chairman) calls a new meeting within five working days;

4.3.6.     The Committee adopts resolutions by the simple majority of votes of members present in favour, and the voting is open. Each member has one vote. Where votes are tied, the chairman (or, upon his or her absence, to the vice chairman) has the deciding vote.

4.3.7.     Minutes are taken at a committee meeting. The minutes are signed by the secretary of the meeting and the chairman of the committee (or, upon his or her absence, to the vice chairman), who also chairs the meeting.

4.3.8.     The committee may adopt resolutions without calling a meeting. A resolution of the committee is adopted if all members of the committee vote in favour in writing or in a format which can be reproduced in writing;

4.3.9.     The committee informs an applicant of granting or refusal to grant support for creative activity in writing within 5 working days.

4.4.     The procedure for keeping records of persons who are granted support for creative activity and of support for creative activity:

4.4.1.     A person appointed by the management board of the Union keeps records of persons who are granted support for creative activity and of support for creative activity in the register of creative persons and freelance creative persons receiving support for creative activity;

4.4.2.     The management board of the Union organises the keeping of the register of creative persons that are members of the Union. The register contains the name, place of residence, personal identification code, the date, month, and year of registration as a creative person and information on the works created and performed, the suspension of the creative person status, withdrawal or exclusion from an artistic association of a creative person;

4.4.3.     The management board of the Union organises the keeping of the register of freelance creative persons receiving support for creative activity. The register contains the name and the period of receiving support of a freelance creative person receiving support.

4.4.4.     Upon any change in the registered data, the Union submits the changes to the Ministry of Culture on a day-to-day basis.

4.5.     Separate records are kept by the Union on the following data:

4.5.1.     support received by the Union from the state budget;

4.5.2.     support for creative activity paid to freelance creative persons;

4.5.3.     the amount of support for creative activity, the granting of which has been decided but that has not been paid entirely during the current year;

4.5.4.     the amount of unused support that has not been used for purposes set forth in the management contract during the current year;

4.6.     A report for support granted in the previous year is submitted to the Ministry of Culture by 1 March of the current year pursuant to the procedure set forth in the management contract entered into with the Minister of Culture.

4.7.     The procedure for payment of support, scholarships, and other benefits to creative persons:

4.7.1.     The Union uses support for:

4.7.1.1                 The payment of support for creative activity for freelance creative persons:

4.7.1.1.1                   to receive support for creative activity, a freelance creative person submits a written application in a format approved by the management board of the Union to the management board of the artistic association. The committee has the right to reject applications that are not in conformity with the requirements;

4.7.1.1.2                   The amount of support for creative activity payable to a freelance creative person is the minimum rate of monthly pay established by the Government of the Republic. To that, the amount of social tax is added, which is paid as required in the Social Tax Act;

4.7.1.1.3                   Support for creative activity is transferred to the bank account of the freelance creative person in a credit institution in the Republic of Estonia or in the Estonian branch of a foreign credit institution.

4.7.1.1.4                   A freelance creative person belonging to several artistic associations in the same field has the right to receive support for creative activity only through one artistic association;

4.7.1.1.5                   The committee decides the granting of the support within 15 working days as of the submission of application. The committee does not have to give reasons for granting or refusing to grant support for creative activity;

4.7.1.1.6                   Upon granting support for creative activity, the support to a freelance creative person is granted as of the date of submission of the application;

4.7.1.1.7                   Support for creative activity is paid once a month from the funds allocated for that purpose by the Ministry of Culture;

4.7.1.1.8                   A freelance creative person has the right to receive support for creative activity for the period of (6) six months;

4.7.1.1.9                   Upon occurrence of circumstances which cause a freelance creative person receiving support for creative activity to fail to comply with the terms and conditions set forth in the clauses of subsection 16 (2) of the Artistic Associations Act, the freelance creative person shall notify the Union thereof immediately;

4.7.1.1.10               Should payment of support be ceased due to submission of knowingly false information, the freelance creative person loses the right to apply for support for creative activity for three years;

4.7.1.1.11               A freelance creative person shall refund the entire support for creative activity that has been received as a result of submission of knowingly false information;

4.7.1.2                 For creative activity of creative persons and for scholarships paid for in-service training related thereto, should support not be used for purposes indicated in clause 4.7.1.1:

4.7.1.2.1                   to receive a scholarship, a creative person submits a written application in a format approved by the management board of the Union to the management board of the Union. Applications for a scholarship not in conformity with the requirements may be rejected by the management board of the Union;

4.7.1.2.2                   The management board of the Union examines the applications for a scholarship at a management board meeting taking place in the month following the month of the due date of submission of the application for a scholarship and adopts a resolution on payment or refusing to pay the scholarship;

4.7.1.2.3                   After having examined applications for scholarships, a written reply on satisfying or refusing to satisfy an application is sent to all applicants no later than on the second week of the quarter following the due date of the submission of applications. No reasons are given for the resolution;

4.7.1.2.4                   A contract is entered into with a receiver of a scholarship on the use of the scholarship. The Union may refuse to pay the scholarship, if the applicant for the scholarship has failed to enter into a contract on the use of the scholarship with the Union within 2 months as of the date of the resolution to pay the scholarship;

4.7.1.2.5                   The management board of the Union has the right to monitor whether the scholarship paid is being used for the purposes agreed upon in the contract between the Union and the receiver of the scholarship. Upon failure to use scholarship for the agreed purposes, the receiver of the scholarship shall immediately return the entire scholarship received.

 

5.     Auditor

5.1.     The Council of the Union elects an auditor to assess the activities of the Union. The auditor may not be a member of the management board, the Council of the Union, or the Union’s accountant. The auditor does not have to be a member of the Union and shall own an accounting certificate.

5.2.     The powers of the auditor are granted for two years.

5.3.     The management board of the Union submits to the auditor every annual report in conformity with applicable regulations. Members of the management board enable the auditor to examine all documents necessary to carry out an audit and provide necessary information.

5.4.     The auditor submits to the Council and the general meeting a report on the results of the audit.

 

6.     Merger, Division, and Dissolution

6.1.     Merger and division of the Union is carried out pursuant to the procedure set forth in the Non-profit Associations Act.

6.2.     The dissolution of the activities of the Union is decided by the general meeting on the basis provided by law.

6.3.     Upon the dissolution of the activities of the Union, the general meeting appoints a liquidation committee and the term for its authorisations.

6.4.     The liquidation committee has the rights and obligations of the management board that are not in conflict with the purpose of liquidation.

6.5.     Upon the liquidation of the Union, the property of the Union is transferred to the possession of a non-profit organisation with a similar objective.

6.6.     After the termination of liquidation, the liquidation committee submits an application to delete the Union from the register.

 

7.     Other Terms and Conditions

7.1.     In matters not covered in the articles of association, the Union is guided by the Non-profit Associations Act and the Creative Persons and Artistic Associations Act.