Statute

                                Union of the Quality of Baltic Social Services
                                      ARTICLES OF ASSOCIATION
                                       I. GENERAL PROVISIONS
1.1.     The Union of the Quality of Baltic Social Services (in Estonian: Mittetulundusühing Balti
Sotsiaalteenuste Liit), hereinafter the Union, has been founded for the purpose of, in the public
interest, uniting members engaged in social work and in providing and managing care services in
Estonia as well as abroad and the related diverse provision of care services, improvement of
management quality, development of respective management quality systems for strengthening the
competitiveness of social work and care services, advancement of the development strategy and
involving members in legislative drafting through implementation of the principles of social justice,
improvement of the quality of life, development of social capital, and representation of the interests of
members and attainment of other non-profit goals and objectives.
1.2.     In its activities, the Union follows the legislation in force in the Republic of Estonia and these
Articles of Association.
1.3.     The activities of the Union are based on voluntarism, charity, joint action of members,
electability of the directing bodies of the Union and regular reporting by the directing bodies to the
members of the Union.
1.4.     Earning income through economic activities is not the primary activity of the Union. The
income of the Union is used for the attainment of the goals and objectives set out in the Articles of
Association. The Association does not distribute its assets or revenue or grant material assistance or
make incentives that can be valued in money to its founders, members, members of the directing or
supervisory bodies, donors or members of the directing or supervisory bodies of such person or to
persons related to such persons.
1.5.     The name of the Union is Union of the Quality of Baltic Social Services.
1.6.     The Union has its own assets and current accounts.
1.7.     The Union has its own insignia that is approved by the general meeting.
1.8.     The financial year of the Union starts on January 1 and ends on December 31.
1.9.     The Union is liable for the performance of its duties and obligations with all of its assets.
1.10. The address of the Union is Staadioni 52, Tartu.
            II. PURPOSE OF ACTIVITY AND MEANS OF ATTAINMENT THEREOF
2.1.     The purpose of the Union is, in the public interest, to unite members engaged in social work
and to provide and manage care services in Estonia as well as abroad and to diversely provide the
related care services, improve management quality, develop respective management quality systems
for strengthening the competitiveness of social work and care services, advance the development
strategy and involve members in legislative drafting through implementation of the principles of social
justice, improvement of the quality of life, development of social capital, and represent the interests of
members and attain other non-profit goals and objectives.
2.2.     To attain the purpose of its activity, the Union:
2.2.1. participates in the making and assessment of the quality policy of provision and management
of social work and social services of the Republic of Estonia and in the development of management
quality systems and standards;
2.2.2. contributes to the improvement of the awareness and qualifications relating to provision and
management quality of social work and care services in the public, private and third sectors;
2.2.3. participates in organising training courses and in-service training relating to the main purpose
of the Union;
2.2.4. introduces and promotes various management quality implementation methods and
disseminates the respective information;
2.2.5. represents the members of the Union in European and other international organisations;
2.2.6. organises national and international cooperation with organisations and individuals engaged in
the provision of social work and care services and interested in the improvement and development of
the quality of management thereof;
2.2.7. organises consultations, seminars, conferences, forums, professional training courses and
training trips relating to the main purpose;
2.2.8. gives consultations and expert assessments in fields relating to the development of
management quality, innovation and quality systems of social work and management service;
2.2.9. participates in carrying out and managing market research and analyses and in compiling and
managing respective databases for the purpose of introducing the best practice and carrying out a
comparative analysis;
2.2.10. initiates, manages and participates in projects relating to the development of social work and
care services provision and management quality, innovation and quality systems as well as in
developing national and international cooperation networks;
2.2.11. if necessary, represents the members of the Union in state authorities and local authorities and
in other organisations in Estonia as well as abroad;
2.2.12. accepts gifts, donations and other proprietary allocations, concludes transactions with assets
and property used by, belonging to and necessary for attainment of the main purpose of the Union,
organises collections and other fundraising events and concludes sponsorship and advertising
contracts.
2.3.     For the purpose of performing its functions set out in the Articles of Association, the Union
may provide the following services:
2.3.1. advertising services;
2.3.2. lease, tenancy and other services of use of property;
2.3.3. organisation of consultations, seminars, conferences, forums, professional training, training
trips and other events relating to the main purpose;
2.3.4. compilation and sale of publications and informational materials.
                            III. MEMBERS, THEIR RIGHTS AND DUTIES
3.1.     Members of the Union are members for the purposes of the Non-profit Associations Act.
3.2.     Legal entities and individuals who recognise and follow the Articles of Association, actively
participate in the activities of the Union and pay the entry and membership fee established by the
general meeting may be members of the Union.
3.2.1. In order to become a member of the Union, a written application must be submitted to the
board along with references from at least two members of the Union and the general meeting will
make a decision on it within one month as of the date of receipt of the application. Membership will
become effective as of payment of the one-off entry fee following the adoption of the decision of the
general meeting. The general meeting establishes the amount of the one-off entry fee and the annual
membership fee and the time limit and procedure of payment thereof.
3.2.2. In order to leave the Union, a written application must be submitted to the general meeting of
the Union. The general meeting must review the application of a member of the Union within one
month as of its receipt. A member of the Union is deemed as having left as of the adoption of the
respective decision by the general meeting of the Union.
3.3.     A member of the Union has the right to:
3.3.1. participate in the activities of the Union in accordance with the purposes and functions of the
Union;
3.3.2. make proposals to the bodies of the Union for improvement of the work of the Union and
submit enquiries about matters concerning the activities of the Union;
3.3.3. participate in the general meeting of the Union through the member’s representatives and
make proposals and corrections at the general meeting for the purpose of improving and perfecting the
operations of the Union;
3.3.4. access the documentation of the Union;
3.3.5. leave the Union on the basis of the member’s voluntary decision.
3.4.     A member of the Union must:
3.4.1. be familiar with and adhere to the Articles of Association and Rules of Procedure of the
Union;
3.4.2. pay the entry and membership fees at the prescribed time and in the prescribed amount.
3.5.     A member of the Union may be excluded from the Union or the membership of a member
may be suspended if:
3.5.1. the member’s acts or omissions are in conflict with the Articles of Association of the Union or
decisions of the directing and supervisory bodies of the Union;
3.5.2. the member has, without good reason, failed to pay the membership fee within the prescribed
term.
                               IV. ASSETS AND INTERNAL AUDIT
4.1.     The Union pursues economic activities for attainment of the purposes of the Union specified
in the Articles of Association.
4.2.     The profit of the Union is used only for attainment of the purposes of the Articles of
Association.
4.3.     The Union is the owner of its assets. The Union may own any property that is necessary for
attaining the purposes set out in the Articles of Association of the Union, provided that the acquisition
thereof is not in conflict with law.
4.4.     The assets of the Union comprise the following:
4.4.1. entry and membership fees;
4.4.2. donations, gifts and other proprietary allocations by individuals and legal entities;
4.4.3. support obtained from state authorities, local authorities, national organisations and local
organisations;
4.4.4. support obtained from endowments, foundations, non-profit associations and foreign funds;
4.4.5. income earned from organisation of fundraising events, sponsorship and advertising contracts,
sale of services, lotteries and other accruals arising from the purposes set out in the Articles of
Association of the Union;
4.4.6. income earned in another manner that is not in conflict with the law or these Articles of
Association.
4.5.     The funds and assets of the Union belong to the Union and are used and disposed of for
attainment of the purposes of the Union in accordance with the legislation in force and these Articles
of Association.
4.6.     Earmarked donations that have accrued to the Union are used according to the wish of the
donor, unless it is contrary to law or these Articles of Association.
4.7.     The financial economic activities of the Union are audited by an internal auditor. The general
meeting elects the internal auditor for a term of five years. If necessary, the general meeting may
commission an external audit. A member of the board of the Union or the accountant of the Union
cannot be the internal or external auditor of the Union.
4.8.     The board organises the accounting of the Union pursuant to law.
4.9.     The board draws up annual reports pursuant to law. The general meeting approves annual
reports and these are signed pursuant law.
                                 V. MANAGEMENT AND CONTROL
5.1.     The supreme body of the Union is the general meeting of its members and, during the period
in between the general meetings, the board of the Union.
5.2.     All members of Union may participate in the general meeting with the right to vote. A
member of the Union may be represented at the general meeting by another member to whom a
respective unattested power of attorney has been given. Supporters and invitees have the right to
speak. Powers of attorney of representatives or copies thereof are annexed to the minutes of the
general meeting.
5.3.     For the purpose of reviewing and approving an annual report, the general meeting is called
within six months after the end of a financial year, on the date set by the board. The board sets the
agenda of the general meeting. The date of the general meeting must be given notice of at least seven
days in advance. A notice of calling the general meeting may be published on the website of the Union
or sent to the members electronically. The time, date, place and agenda of the general meeting is
specified in the notice.
5.4.     The general meeting is also called by the board of the Union in the following events:
5.4.1. at the board’s own initiative or if the interests of the Union demand it;
5.4.2. at the request of 1/10 of the members of the Union.
5.5.     A request to call the general meeting is submitted by 1/10 of the members of the Union in
writing, indicating the reason for calling the general meeting. The general meeting must be called by
the board of the Union within one month as of the date of submission of the request.
5.6.     The general meeting has a quorum if all the members of the Union are present. A decision of
the general meeting is adopted if over a half of the members attending the general meeting or their
representatives have voted in favour thereof. A decision to admit a member to the Union is adopted if
all the members attending the general meeting or their representatives have voted in favour thereof A
decision to amend the Articles of Association is adopted if more than 2/3 of the members attending the
general meeting or their representatives are in favour thereof. The consent of 9/10 of the members is
required for amendment of the purpose of the Union. Each member of the Union has one vote. A
member of the Union cannot vote if the member’s release from a duty or liability, a transaction
between the member and the Union, the pursuing of a legal dispute with the member or the
appointment of a representative of the Union in such transaction or dispute or issues concerning the
verification or evaluation of the member or the member’s representative as a member of the board or
another body is being decided. The votes of the member are not taken into account upon determining
representation.
5.7.     The general meeting has the sole authority to:
5.7.1. amend the Articles of Association;
5.7.2. approve the number of members of the board;
5.7.3. elect and remove members of the board and the internal/external auditor;
5.7.4. decide the conclusion of a transaction with a board member, set the terms and conditions of
the transaction, decide the pursuing of a legal dispute and appoint a representative of the Union in such
transaction or dispute;
5.7.5. decide the admission of a member to and the exclusion of a member from the Union;
5.7.6. establish the amount of and procedure for payment of the entry fees and membership fees of
the Union;
5.7.7. approve the annual report;
5.7.8. establish the insignia and the procedure for use thereof;
5.7.9. decide a merger, division and winding up;
5.7.10. the participation of the Union in other non-profit associations and cooperation projects that go
beyond the day-to-day economic activities.
5.8.     The general meeting has the right to decide other issues concerning the activities of the Union.
Minutes are taken of the general meeting. The time, date and place, agenda, voting results, adopted
decisions and other circumstances of relevance are recorded in the minutes of the general meeting. At
the request of the member, the details of the dissenting opinion of the member are recorded in the
minutes of the general meeting. The minutes are signed by the chair and secretary of the meeting. A
dissenting opinion is signed by the person who presented it. The list of the attendees along with their
signatures and written proposals and applications submitted to the general meeting constitute an
inseparable part of the minutes.
5.9.     Members of the Union may adopt a decision without calling a meeting if all the members of
the Union vote in favour thereof in writing (digitally). A decision of the general meeting is deemed as
adopted without calling the meeting if all members of the Union vote in favour thereof in writing
(digitally).
5.10. During the period between general meetings, the Union is managed and represented by a
board of three to nine members, which is elected by the general meeting for a term of five years. A
person who is not a member of the Union or a resident of Estonia may be elected member of the
board. The residence of at least one-half of the members of the board must be in Estonia or in another
Member State of the European Economic Area or Switzerland. A board member has the right to
remuneration for the performance of its duties, which is decided by the general meeting. A board
member may be removed at any time. The rights and duties arising from a contract concluded with a
member of the board terminate in accordance with the contract.
5.11. The board of the Union:
5.11.1. uses and disposes of the assets of the Union pursuant to the procedure established by these
Articles of Association and a decision of the general meeting;
5.11.2. organises and manages the activities of the Union and, if necessary, hires a remunerated
executive;
5.11.3. establishes the sales prices of services and goods;
5.11.4. calls the general meeting, approves its agenda, necessary details and documents;
5.11.5. ensures compliance with the decisions of the general meeting;
5.11.6. organises the affairs and accounting of the Union;
5.11.7. resolves other issues concerning the activities of the Union, which fall outside the competence
of the general meeting.
5.12. The board of the Union has a quorum if over a half of the members of the board are present,
including the chair of the board, if the Union has more than two board members. A decision of the
board is adopted if over a half of the members participating in the meeting of the board vote in favour
thereof.
5.13. A meeting of the board is held as necessary, but not less frequently than once a quarter. A
meeting of the board may be called by any member of the board. If the Union has more than two board
members, the chair of the board calls a meeting of the board and chairs it. The chair of the board must
also call a meeting of the board if it is requested by at least two board members. A notice of a meeting
of the board must be given to board members at least three business days before the date of the
meeting.
                           VI. WINDING UP, MERGER AND DIVISION
6.1.     The Union is wound up:
6.1.1. if the number of the members of the Union falls below two;
6.1.2. on other grounds provided by law.
6.2.     The winding up of the Union is decided by the general meeting. A decision is adopted if over
2/3 of the attending or represented members vote in favour thereof.
6.3.     The compulsory winding-up of the Union follows the procedure provided by law.
6.4.     Upon winding up the Union, it is liquidated (liquidation procedure). The liquidation of the
Union follows the procedure provided by law. The liquidators of the Union are board members. In the
event of winding-up the Union, the assets remaining after settling the creditors’ claims are transferred
to a non-profit association or foundation included in the list of non-profit associations and foundations
subject to the income tax incentive or to a legal person in public law.
6.5.     If the Union becomes insolvent and the insolvency is not temporary, given its economic
situation, the board must immediately, but not later than within 20 days after the emergence of the
insolvency, submit to the court a bankruptcy petition of the Union.
6.6.     The Union may be merged with another non-profit association. A merger or a division of the
Union follows the procedure provided by law.
The Articles of Association of the Union have been approved by a Memorandum of Association on
21 August 2012.