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, junior, 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.
2.1.4. The junior member of the Union is a ballet school student of at least 16 years of age, whose membership is supported by his/her teacher. Junior member has the same rights and obligations to the Union as the active, senior and honorary members, unless provided otherwise in the statutes. Junior members do not have the right to choose and/or be elected to the governing bodies of the Union. A junior member has the right to participate in the general meeting of the Union without the right to vote. Junior member of the Union is not a member of the Theatre Union.
2.2. Members of the Union are admitted by a resolution of the management board based on a written application of a potential member. The junior member shall also attach the written consent of his or her legal representative to the application.
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. Unless otherwise provided in the Articles of Association, 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. Membership of a junior member in the Union shall cease when the junior member has graduated from or left ballet school.
2.9. By a resolution of the management board, a member of the Union may be excluded from the Union:
2.9.1. 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;
2.9.2. 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.
2.10. 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. approve the rules of procedure of the Governing Board of the Union
3.14.2. review the work of the management board of the Union;
3.14.3. approve the annual report of the Union;
3.14.4. elect and remove an auditor;
3.14.5. 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 seven 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 Union keeps the register of members' creative records and collects data on works created or submitted in the creative field in accordance with the rules of procedure established by the Creative Persons and Creative Associations Act and the rules of procedure of the Management Board.
4.3. The Union organises the procedure for the election of members of the committee of granting support for creative activity and the work of the committee in accordance with the rules of procedure established by the Creative Persons and Creative Associations Act and the Rules of Procedure of the Management Board.
4.4. The Union keeps record of persons receiving creative support and support distributed in accordance with the rules of procedure established by the Creative Persons and Creative Associations Act and the Rules of Procedure of the Management Board.
4.5. The Union keeps record of the scholarships paid to artists in accordance with the rules of procedure established by the Creative Persons and Creative Associations Act and the Rules of Procedure of the Management Board.
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 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.