Articles of Association
UNIVERSITY OF TARTU FOUNDATION
ARTICLES OF ASSOCIATION
1. NAME, REGISTERED OFFICE, TERM AND FINANCIAL YEAR OF FOUNDATION
1.1 The name of the foundation is the University of Tartu Foundation (Tartu Ülikooli Sihtasutus) (hereinafter referred to as the Foundation).
1.2 The registered office of the Foundation is in the City of Tartu.
1.3 The Foundation has been founded for an unspecified term.
1.4 The founder of the Foundation is the University of Tartu.
1.5 The financial year of the Foundation begins on 1 July and ends on 30 June.
2. OBJECTIVE AND BENEFICIARIES OF THE FOUNDATION
2.1 The objective of the Foundation is to:
2.1.1 mediate dedicated contributions to the University of Tartu, the students, lecturers and researchers of the University of Tartu (hereinafter referred to as Beneficiaries);
2.1.2 grant awards and scholarships and finance research programmes;
2.1.3 use the money and the assets received as contributions economically and reasonably, taking into account the objectives of the Foundation.
3. ASSETS OF THE FOUNDATION
3.1 The assets of the Foundation consist of donations, gifts, dedicated allocations, economic activities supporting achievement of the Foundation’s objectives specified in the Articles of Association, and other sources permitted by law.
3.2 The management board of the Foundation or a person authorised by the management board shall accept the assets to be received by the Foundation and shall also keep accounts of the assets. After the end of the financial year, the management board submits to the supervisory board a list of the natural and legal persons who supported the Foundation during the year and the amount of the contribution made to the Foundation by each of them.
3.3 The Foundation shall use and dispose of the assets to achieve the objectives specified in the Articles of Association and to cover running costs. The Foundation shall use and dispose of the assets pursuant to law, the Articles of Association, and the resolutions of the supervisory board.
4. SUPERVISORY BOARD AND MANAGEMENT BOARD
Supervisory board
4.1 The supervisory board shall plan the activities of the Foundation, organise the management of the Foundation, and supervise the activities of the Foundation.
4.2 The supervisory board has 6-8 members. The number of members of the supervisory board in the range provided in this provision is determined by the meeting of contributors.
4.3 The term of authorisation for a member of the supervisory board is 4 years as of the appointment or election, and a member can be elected or appointed repeatedly. The authorisations of the members of the supervisory board elected by the meeting of contributors end on the day following the meeting of election of new members, along with entry into force of the authorisations of new or reappointed members. If the chairman of the previous composition is not among the reappointed members, the meeting of election of the chairman is called by a member of the supervisory board appointed by the Council of the University of Tartu specified in clause 4.7.1. If the member of the supervisory board elected by the meeting of the contributors wishes to terminate his/her authorisation prematurely, he/she shall submit a request to the supervisory board which decides the satisfaction of the request by its resolution. The supervisory board has the right to appoint a substitute member to replace the prematurely resigned member whose authorisations are valid until the date specified in the resolution of the supervisory board, but not longer than the term of authorisation of the other members of the supervisory board.
4.4 The meetings of the supervisory board shall be held as necessary, but no less frequently than twice a year. The meetings shall be called by the chairman of the supervisory board or by a member of the supervisory board appointed by him/her.
4.5 The supervisory board may adopt the resolutions at a meeting or without calling a meeting. The meeting of the supervisory board has a quorum if over one-half of the members of the supervisory board are present. Resolutions of the supervisory board are adopted if over one-half of the members of the supervisory board who participate in the meeting vote in favour, unless otherwise provided by law. The members of the supervisory board absent from a meeting may participate in voting if they communicate their vote in a form which can be reproduced in writing. In order to adopt a resolution without calling a meeting, the chairman of the supervisory board shall send a draft resolution to the members of the supervisory board via e-mail and set a date for amendment proposals which are sent via e-mail. After the adoption or denial of amendment proposals, the chairman of the supervisory board shall send the final version of the resolution to the members of the supervisory board and a copy thereof to the manager. The chairman of the supervisory board or the manager of the Foundation authorised by him/her uploads the resolution in the DigiDoc portal. The resolution is adopted if over one-half of the members of the supervisory board have signed the resolution digitally. If the supervisory board decides to change the procedure for adopting a resolution, then all the members of the supervisory board must vote in favour of doing so.
4.6 No remuneration is paid to the members of the supervisory board for performing their duties.
4.7 After foundation, the principles for appointing and removing the members of the supervisory board are the following:
4.7.1 one member of the supervisory board is appointed by the Council of the University of Tartu;
4.7.2 one member of the supervisory board is appointed by the Rector of the University of Tartu; on the proposal of the Rector, by the Senate as of 1 January 2012;
4.7.3 4–6 members of the supervisory board are appointed by the meeting of contributors (determining the number of the members of the supervisory board by the respective resolution);
4.7.4 a member of the supervisory board is removed by the body that appointed him/her.
4.8 The competence of the supervisory board includes:
4.8.1 granting the management board consent for necessary transactions which are beyond the scope of everyday economic activities, including transactions which result in the acquisition or termination of participation in commercial undertakings and the transfer or encumbrance with a real right of immovables and movables entered in the register;
4.8.2 auditing the accuracy of accounting and the existence of assets and the compliance of the activities of the Foundation with law and the Articles of Association;
4.8.3 demanding an activity report and preparation of a balance sheet from the management board;
4.8.4 representing the Foundation in disputes and in the conclusion of transactions with members of the management board;
4.8.5 approving the annual report and the activity report submitted by the management board;
4.8.6 specifying the number of auditors and appointing the auditors;
4.8.7 amending the Articles of Association;
4.8.8 commencing termination of the Foundation’s activity;
4.8.9 deciding on other matters which are not granted to the competence of other management bodies by law or by the Articles of Association.
4.9 The chairman of the supervisory board represents the supervisory board in relations with third persons and members of the management board.
4.10 A member of the supervisory board shall not participate in voting if approval of entry into a transaction between the member and the Foundation is being decided, or if approval of entry into a transaction between a third person and the Foundation is being decided if the interests of the member of the supervisory board arising from such transaction are in conflict with the interests of the Foundation.
Management board
4.11 The Foundation is managed and represented by the management board.
4.12 Every member of the management board has the right to represent the Foundation in concluding all transactions. The members of the management board may conclude transactions and legal acts different from the usual activity, including transactions provided in clause 4.8.1 only upon previous consent of the supervisory board.
4.13 The management board has 1–3 members. If the management board has more than 2 members, the members of the management board elect a chairman of the management board from among themselves.
4.14 The term for authorisation of a member of the management board is 3 years.
4.15 The members of the management board are elected and removed by the supervisory board by simple majority.
4.16 Remuneration may be paid to the member of the management board. The amount of remuneration payable to the member of the management board and the procedure for payment shall be determined by a resolution of the supervisory board. Upon determining the procedure for remuneration of the members of the management board and the amount of fees and other benefits, and upon concluding contracts with the members of the management board, the supervisory board shall ensure that the total amount of the payments made by the Foundation to the members of the management board are in reasonable proportion to the duties of the members of the management board and the economic situation of the Foundation.
5. MEETING OF CONTRIBUTORS
5.1 The meeting of contributors is called to appoint or remove the members of the supervisory board provided in clause 4.7.3. The meeting is called by the chairman of the supervisory board at least once every four years and one month before the expiry of the authorisations of the members of the supervisory board appointed by the meeting of contributors at the latest. The chairman of the supervisory board also calls the meeting of contributors at another time if at least 5 contributors demand it.
5.2 At the meeting of contributors, all natural and legal persons who supported the Foundation within the previous four financial years have the right to vote if the sum of the contribution is at least 4,000 euros within the four financial years.
5.3 Minutes are taken for the meeting of contributors.
5.4 At the meeting of contributors, the candidate who received the most votes is appointed as the member of the supervisory board. The resolution to remove a member of the supervisory board appointed by the meeting of contributors is adopted if over 50% of the contributors participating in the meeting vote in favour.
5.5 The meeting of contributors may adopt a resolution in a written voting without calling the contributors. In order to conduct a written voting, the chairman of the supervisory board shall send the materials of the draft resolution to the contributors via e-mail and set a date for forwarding the vote via e-mail. The votes received via written voting may be added to the votes of the participants of the meeting of contributors.
5.6 Every contributor with the right to vote at the meeting of contributors has one vote regardless of the amount of the contribution made by him/her.
6. ACCOUNTING AND PROCEDURE FOR ELECTION AND REMOVAL OF AN AUDITOR
6.1 The management board organises the accounting of the Foundation.
6.2 The procedure for the appointment of the auditor of the Foundation, the term of office, and the procedure for remuneration of the auditor shall be decided by the supervisory board. Unless otherwise decided by the supervisory board, the term of office for the auditor is one year as of the decision on the appointment of the auditor.
7. PROCEDURE FOR AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Articles of Association may only be amended in order to take into account the changed circumstances in accordance with the objectives of the Foundation. The Articles of Association may be amended by the resolution of the supervisory board of the Foundation which has at least 2/3 of all the votes of the members of the supervisory board and which enters into force when approved by the Council of the University of Tartu.
8. DISSOLUTION OF THE FOUNDATION
8.1 The Foundation is dissolved by the resolution of the founder or the supervisory board of the Foundation which enters into force when approved by the Council of the University of Tartu or on another basis provided by law. The supervisory board may decide on the dissolution of the Foundation only with good reason. The resolution of the supervisory board on the dissolution of the Foundation has been adopted if all the members of the supervisory board vote in favour.
8.2 The liquidators of the Foundation are the members of the management board.
8.3 Upon dissolution of the Foundation, the remaining assets shall be given to the University of Tartu after satisfying the creditors’ claims.
These Articles of Association have been approved by the resolution of the supervisory board of the University of Tartu Foundation of 6 March 2015 and by the resolution No. 15 of the Council of the University of Tartu of 15 June 2015.