Estonian Sports Association Kalev
S T A T U T E
§ 1. Name and location
(1) The name of the non-profit association is Eesti Spordiselts Kalev (abbreviated as ESS Kalev), hereinafter referred to as the Association.
(2) The location of the Association is Tallinn and the area of activity is the Republic of Estonia.
§ 2. Legal succession
The Association was founded on 24th of May 1901 as Tallinn’s Bicyclists Association Kalev and is the legal successor to various other differently named associations operating during the existence of the ESSR. The Association follows public interests and develops well-established sports and ideological traditions.
§ 3. Status
(1) The Association is a voluntary union of persons whose main purpose is not to generate income through economic activity.
(2) The Association shall be guided in its activities by the laws in force in the Republic of Estonia and this statute.
§ 4. Objectives
(1) Co-ordination of joint activities of the Association and the protection of interests and rights of the members.
(2) Support, development and promotion of top sports and recreational sports.
(3) Development of mastery in sports and the creation of necessary conditions.
(4) The cultivation of dignified citizens of the Republic of Estonia.
§ 5. Insignias
The Association has a coat of arms, a flag, a sign and other insignias.
§ 6. Main activities
(1) In order to fulfill the objectives arising from the statute, the Association shall focus on the following activities:
1) organizing of sporting activities in a non-profit manner, organizing of competitions, events, contests, training, counselling, sports camps and participation in competitions;
2) collecting and disseminating of sports and health information, ensuring the availability of versatile information to all members of the Association, writing of educational-methodological materials and other publications;
3) taking care of the cultural education of its members;
4) helping the members of the Association to resolve issues with state and local government agencies that relate to sporting activities;
5) taking part in the construction of sports facilities and giving advice to its members on these matters;
6) providing its members with methodological and practical assistance in organizing the teaching and training process, the preparation of highly qualified athletes, sports judges and organizers, conducting of general public sports events and the procuring of sports, training and other resources;
7) to develop the joint activities of its members;
8) to ensure the Association’s historical continuity;
9) to develop cooperation and joint activities with national and international sports organizations;
(2) Generating income through economic activities is not the main purpose or activity of the Association. The profit of the Association is used to achieve it’s statutory objectives.
§ 7. Rights and obligations of the Association
(1) In order to perform the tasks provided for in the statute, the Association has the right:
1) to construct sports facilities, training places; to found sports schools and sports unions and to include sports clubs and their unions as members;
2) to award and to submit their members for awards; issue awards (including monetary), certificates and diplomas;
3) to stimulate persons and organizations that are prominent in the development of sports movement and to issue scholarships in accordance with the applicable terms and conditions;
4) to organize the training of paid and volunteer trainers and instructors;
5) to engage in the production, acquisition, sale, repair and lending of sports equipment and to develop publishing activities;
6) to own and manage sports facilities, establish companies and own their stocks or shares;
7) to establish foundations and to be a member of other legal entities and to pursue business objectives in order to achieve its statutory objectives;
8) to buy and sell securities, organize lotteries and betting competitions, to and create trust funds for the development of sports and physical education;
9) to receive donations and inheritances;
10) to possess real estate and movable property for the development of the Associations’ activities, rent and lease them to/from other persons and to give other persons the right to lease their property and enter into contracts and take on financial obligations;
11) to coordinate cooperation between the members of the Association;
12) to conclude international sports ties, participate in the work of international sports organizations, become their member and conclude cooperation agreements;
13) to protect the use of the insignias of the Association in accordance with the procedure prescribed by law and to register them as trademarks, to grant the members of the Association and their members the rights to use the insignias as well as provide members with symbols and other joint means of the Association;
(2) The Association does not distribute its assets or income, nor provides material assistance or financially assessed benefits to its founders, members, members of the management or control body, the person who made the donation, or to the members of the management or controlling body of such a person.
(3) The Association is not liable with their assets for the obligations of its members, and members of the Association are not liable with their assets for the obligations of the Association.
MEMBERS OF THE ASSOCIATION
§ 8. Members of the Association
(1) Members of the Association may be legal or natural persons who recognize and comply with the statute of the Association.
(2) The membership of the Association is formed by the natural members of the Association and the natural members of legal persons. A member of the Association has the right to receive a membership card from the Association on the basis of a relevant application and to use the services that the Association has to offer.
§ 9. Legal person members
(1) Members of the Association may be legal persons belonging to sports associations, unions and leagues and sports clubs that are registered and operate in Estonia.
(2) Sports association (union, league) within the meaning of this statute is a union of sports clubs. A member of the Association may be another sports association (union, league) whose member clubs have at least 30 members.
(3) Members of the Association may include a sports club with at least 30 members whose purpose is to practice and promote a particular sport. By way of exception, a sports club with less than 30 members can be a member of the Association.
(4) The membership of a legal person shall be retained in the event of their transformation.
(5) In the event of separation of a legal person into several legal persons, membership shall be retained by the legal person to be divided.
(6) Membership expires upon expiry of a legal person’s status.
§ 10. Natural person members
(1) The natural person members of the Association are natural person members accepted before December 20, 2005. No additional natural persons will be accepted as members of the Association after the aforementioned date.
(2) In the event of the death of a natural person, their membership expires.
§ 11. Becoming a member
(1) In order to become a member of the Association, the applicant shall submit a written application to the management board of the Association and a recommendation from two existing members. The management board has the right, if necessary, to require additional information from the applicant. The management board shall forward the received application together with their opinion to the general assembly. Accepting of a member is decided by the general assembly.
(2) The day of becoming a member is deemed to be the following day after the general assembly has made the corresponding positive decision.
§ 12. Withdrawal of members
(1) A member shall submit a written application to the management board of the Association for their withdrawal. The management board shall forward the application received to the general assembly.
(2) The day of withdrawal of the member is considered to be the next day when the general assembly has made their corresponding decision.
§ 13. Exclusion of members
(1) A member may be excluded from the Association by a decision of the general assembly if a member:
1) does not comply with the provisions of the statute of the Association;
2) has significantly damaged the Association’s activities or reputation;
3) acts contrary to the objectives of the Association, does not comply with the lawful decisions of the management board or the general assembly or there are other significant reasons why the exclusion of a member should be considered reasonable and justified;
4) the member of the Association has not paid their membership fee in two years by the time that the general assembly has their regular meeting.
(2) a proposal to exclude a member from the Association is made to the general assembly by the management board.
(3) the day of exclusion is considered to be the day when general assembly makes the corresponding decision.
(4) A member who is excluded from the Association shall be informed of the decision to exclude them and the reason thereof in writing within at least 10 working days after the decision has been made.
§ 14. Rights of the members
(1) A member has the right to:
1) to take part in the Association’s activities, events, competitions, use the Association’s material resources and services in accordance with established procedures;
2) to use the insignia of the Association in accordance with the established procedure;
3) to take part in the discussions about the activities of the Association in general assembly meetings, submit motivational proposals and questions to the management board of the Association, regarding issues to the work of the Association;
4) withdraw from the Association at their own discretion.
§ 15. Duties of the members
(1) A member is obligated to:
1) comply with the statute of the Association and the decisions of the management bodies;
2) act towards the achieving of the goals of the Association and contribute to the development of the Association with their activities;
3) present the name or logo of Kalev on their website, at events, on clothing, and in other ways.
4) maintain and protect the good name of the Association, not to damage the reputation of the Association and its members and to refrain from activities that are counterproductive towards the Association;
5) pay annuity in a form of a membership fee, the amount and payment procedure of which shall be determined by the general assembly;
6) immediately inform the management board of the Association about the conversion, merger, division or dissolution of a legal person.
§ 16. The honorary name of the Association is an honorary member.
(1) The honorary title of an honorary member shall be given to a natural person by the general assembly upon a proposal of the management board, who through their activities has made a significant contribution to the development of the Association and the sports movement.
(2) Honorary member of the Association does not need to be a member of the Association.
(3) Honorary members, who are not members of the Association, shall not be subject to the rights and obligations granted to the members of this statute.
MANAGEMENT OF THE ASSOCIATION
§ 17. Governing bodies and structure of the Association
(1) The governing bodies of the Association are the general assembly, the council and the management board.
(2) General assembly shall elect members of the council, including the chairman of the council, who shall be called the president of the Association, and 2 (two) vice-chairmen of the council, who shall be called vice-presidents of the Association.
(3) The body of the council can have up to 11 members, that performs the function of the general assembly pursuant to the limitations set forth in the statute.
(4) The council shall be chaired and represented by the president or the vice-presidents of the Association, who are elected by the members of the Association.
(5) The council shall appoint the management board.
(6) The management board can have 1-3 members who manage and represent the Association.
§ 18. General assembly
The highest body of the Association is the general assembly meeting, which is called the general assembly.
§ 19. Competence of the general assembly
(1) The competence of the general assembly includes:
1) amending of the statute of the Association;
2) amending the main goals and tasks of the Association;
3) approving of the action plan of the Association;
4) electing the president and the council members of the Association, incl. electing vice presidents from a pool of council members and their removal under the terms and conditions prescribed in the statute;
5) election of the members of the audit committee of the Association;
6) appointment of an auditor;
7) deciding whether to conduct a transaction with members from another body selected by the management board or the general assembly, determining the terms of the transaction, deciding on engaging in legal disputes and appointing a representative of the Association in such transaction or dispute;
8) approval of the annual report;
9) deciding on the dissolution, merger and division of the Association;
10) determining the number and composition of liquidators of the Association and the persons entitled to divide the remaining assets;
11) deciding on the remuneration of members of the council and the president;
12) deciding on the transfer of immovables or registered movables or encumbering real rights;
13) deciding on the admittance, withdrawal and exclusion of members;
14) determining the payment conditions and amount of membership fees;
15) deciding on awarding titles.
§ 20. Convening the general assembly.
(1) An ordinary general assembly shall be convened by the management board at least once a year.
(2) An invitation to convene a regular general assembly shall be posted on the Association’s website and be sent to all members of the Association via e-mail, in its absence via regular mail, at least 4 weeks before the general assembly takes place. The invitation shall indicate the time, place and agenda of the general assembly. The materials to the general assembly must be available to members no later than one week before the general assembly takes place.
(3) An extraordinary general assembly shall be convened by the management board, giving at least seven days’ notice.
(4) The management board shall convene a general assembly if 1/10 of the members, the council or the audit committee of the Association request so by explaining their reasoning and doing so in writing.
(5) If the management board does not convene the general assembly in accordance with the circumstances specified in section (4), applicants may convene the general assembly themselves pursuant to the same procedure as the management board.
§ 21. Agenda of the general assembly.
(1) The agenda of the general assembly shall be determined by the management board. If the general assembly is convened by the members of the Association or the council, they shall appoint the agenda of the general assembly.
(2) If at least 1/5 of the members request so, they may request additional questions to be placed on the agenda. A justification must be provided for each additional question.
(3) A question which has not been on the agenda of a general assembly may be put on the agenda if all members of the Association participate in the general assembly or if at least 9/10 of the members participating in the general assembly agree to it, granted that the participation is at least half of the total members of the Association.
(4) Gathering of the next general assembly and solving of the questions that have to do with the applications pertaining to organizational issues and conduct of the assembly can be decided by the general assembly without adding them to the agenda.
§ 22. Conducting the general assembly.
(1) The general assembly has a quorum if more than half of the members of the Association participate of which more than half of the legal members participate therein.
(2) If the quorum requirements set out in section (1) are not met, the management board shall convene a new assembly with the same agenda within three weeks but not earlier than seven days. The new general assembly has the authority to adopt decisions if more than one-third of the members of the Association participate.
(3) A natural person member of the Association can participate in the general assembly personally or through an authorized representative who can only be another member of the Association. A legal person can only be represented at the general assembly by a legal or authorized representative. A letter of authorization must be in written form. The management board shall arrange for the verification of the powers of the representatives. One person can be an authorized representative of a single member.
(4) A member of the Association who has overdue membership fees during the time that the general assembly takes place has no voting rights during the general assembly.
(5) The general assembly shall be recorded. The minutes are signed by the chairman of the general assembly and the secretary in charge of taking the minutes. The minutes shall also include by demand the content of a dissenting opinion of a member in regards to a decision of the general assembly. The dissenting opinion is signed by the person who presented it. An indivisible annex to the minutes, is the list of general assembly participants, together with every participating member’s signature and the written proposals and statements submitted to the general assembly.
(6) The minutes must be available to members after 14 days of the end of the general assembly. A member has the right to receive a copy of the minutes of the general assembly or a particular part of a transcript thereof.
(7) The expenses of organizing the general assembly shall be borne by the Association. If the general assembly is called together on the request of the members or if they themselves call it, the general assembly may, if at least 2/3 of the participants of general assembly decide so, that the costs of the general assembly will be borne by the members who requested or convened the general assembly.
§ 23. Decisions of the general assembly.
(1) A decision of a general assembly is adopted if more than half of the members or representatives of the general assembly vote in favor thereof, with the exception of the amendment and dissolution of the statute of the Association, and the merger or division of the Association in which case two thirds of the voting majority of the general assembly is required.
(2) A decision of a general assembly shall be deemed adopted without convening a meeting if all members of the Association vote in favour of the resolution in writing.
(3) Each member of the Association has one vote. A member may not vote on matters that concern their release from obligations or liability, in questions that detail the conduct of a transaction or legal disputes between the member and the Association, or issues concerning the control or assessment of the activities of a member or his representative in the management board or other bodies. The vote of this member is not counted when determining the representation.
(4) During elections, the candidate who receives more votes than other candidates is elected granted that they receive more than half of the votes represented during the general assembly.
§ 24. Amending the statute
(1) A resolution to amend the statute is adopted if more than 2/3 of the members or their representatives who participate in the general assembly vote in favour of it.
(2) The consent of at least 9/10 members is required to change the objectives of the Association prescribed in the statute. A member who has not participated in the general assembly that decided to amend the statute shall submit their consent in writing.
(3) An amendment to the statute of the Association shall enter into force upon its entry to the register.
§ 25. Council (meeting of the commissioners)
(1) A meeting of the commissioners in respect to this statute is called the Council is, to the extent specified in this statute, is a body of up to 11 members who perform the functions of the general assembly. The exact number of commissioners will be decided at the general assembly.
(2) The members of the council are elected by the members of the Association for a period of four years. Any member or a nominee appointed by the management body of the Association, who has submitted a written consent, may apply for membership in the council.
(3) The nomination of presidential candidates of the Association may be done by all members of the association. The members of the Association will be informed about nominated candidates via e-mail or post and via the website.
(4) Persons nominated to be the president of the Association shall be submitted to the general assembly for the election, granted that such persons have submitted written consent to the candidature, are supported by three members of the Association and whose nomination documents (candidate’s CV and platform) have been sent to the management board of the Association not later than 14 days before the general assembly.
(5) The elected president of the Association shall submit to the general assembly the council candidates and two candidates to the vice presidency of the council. If some of the candidates fail to gather more than half of the votes during the general assembly, the attendees to the general assembly will nominate new candidates in their stead. A nominee’s written consent is required to nominate them to be a vice-presidential candidate;
(6) The council is headed by the president or vice presidents of the Association and represent the Association in matters within the competence of the council of the Association;
(7) The council’s activities are to:
1) carry out the decisions of the general assembly;
2) appoint and remove members of the management board;
3) decide on the remuneration of the members of the management board and chairman;
4) approve the budget and work plan of the Association;
5) approve the composition of the salaried staff of the Association, the procedure for remuneration and the bases for remuneration;
6) decide on the convening of a general assembly and appointing an agenda;
7) approve the documents submitted to the general assembly;
8) submit an annual report to the general assembly for approval;
9) establish permanent or temporary committees and working groups for the discussion and preparation of the main issues of the Association, organise major sporting events and for other purposes, and shall approve their rules of procedure;
10) co-ordinate the cooperation between the members of the Association and to resolve disputes;
11) approve the development plans, annual reports and profit distribution proposals of the companies of the Association;
12) approve the councils or boards of companies belonging to the Association, the heads of sports facilities and other subordinate institutions;
13) decide on other issues in the competence of the council assigned to them by law, this statute and the general assembly;
(8) Upon Association’s president resignation between the term, the duties of the president shall temporarily be fulfilled by a commissioner appointed by a council decision.
(9) A commissioner may resign from the council, regardless of reason, by informing the council;
(10) The authority of a resigned council member ceases upon the day the ruling was made by the general assembly;
(11) The general assembly may elect a new member in the stead of the resigned council member whose powers are valid until the next regular elections.
§ 26. Remuneration of a council member.
(1) A council member may be remunerated. The amount of the remuneration to be paid to a council member and the procedure for payment thereof shall be determined by a decision of the general assembly.
§ 27. Council meetings.
(1) Meetings of the council shall be held as needed, but not less frequently than once every three months. The president shall task the management board to notify the members at least 7 days before the meeting. The invitation shall indicate the time, place and agenda.
(2) A council meeting shall have a quorum if more than half of its members are present.
(3) The meeting shall be chaired by the president of the Association, in his absence, by a vice-president or a member of the council appointed by him.
(4) The council may invite persons to attend who are experts in matters under discussion. These persons have the right to speak at the meeting.
§ 28. Council decision
(1) Decisions are deemed to be adopted by a simple majority of votes of the council members present. In the event of an equal division of votes, the chairman of the meeting breaks the tie.
The council may decide not to convene a meeting if all members of the council vote in writing (including e-mails). Decision is deemed by a simple majority of votes. In case of no answer, the vote is counted as not in favour.
§ 29. The management board
(1) The Association has a management board that manages and represents it.
(2) The number of members of the management board shall be determined by the council (minimum 1, maximum 3 members).
§ 30. The right of representation of the management board
(1) The Association may be represented in every legal action by any member of the management board.
(2) The consent of the council is necessary for transactions on behalf of the Association that exceed the scope of everyday economic activities and the value of which exceeds 5000 euros.
(3) Members of the management board are obliged to comply with the restrictions imposed by the statute or restrictions established by the general assembly when dealing in matters concerning the Association.
§ 31. Assigning the management board and their competence
(1) The appointment of a management board member is subject to their consent.
(2) A member of the management board is appointed for a term of four years.
(3) A member of the management board may resign from the management board regardless of reason by notifying the council in writing at least one month in advance.
(4) The powers of a resigned member of the management board expire on the day that the council takes the corresponding decision.
(5) The council shall appoint a new member of the management board to replace the resigned member.
(6) Competence of the management board is to:
1) propose to the council to convene a general assembly and to draw up an agenda;
2) prepare draft documents to be submitted to the general assembly;
3) submit an annual report to the council for review and for the general assembly to approve;
4) prepare the Association’s next year’s action plan and draft budget;
5) implement decisions of the council and the general assembly, direct the activities of the Association;
6) represent the Association in relations with other persons, foundations, agencies and international sports associations and exercise the rights of the Association in relation to all natural and legal persons established by, or with the participation of the Association;
7) establish permanent or temporary committees and workgroups for discussing and preparing the main issues of the Association, for organising major sporting events and for other purposes, and approves their rules of procedure;
8) develop and submit the composition of the salaried staff of the Association, the procedure for remuneration and the bases for approval by the general assembly;
9) grant scholarships to grantees in accordance with the law;
10) co-ordinate the cooperation between the members of the Association and resolve disputes;
11) decide on other issues in the competence of the management board assigned to them by law, this statute, the council and the general assembly.
§ 32. Remuneration of a member of the management board.
A member of the management board may be remunerated. The amount of remuneration to be paid to a member of the management board and the procedure for payment thereof shall be determined by a decision of the council.
§ 33. Meetings of the management board
(1) Meetings of the management board shall be held as needed. The meeting shall be convened by the chairman of the management board, specifying in the invitation, the time, place and questions to be discussed.
(2) A meeting of the management board shall have a quorum if more than half of its members are present.
(3) The meeting shall be chaired by the chairman, in the absence of the chairman, by a member of the management board who is authorized by the chairman.
(4) The management board may invite persons to attend who are experts in matters under discussion. These persons have the right to speak at the meeting.
§ 34. Decisions of the management board
(1) Decisions are deemed to be adopted by a simple majority of votes of the members of the management board present. In the event of an equal division of votes, the chairman of the meeting breaks the tie.
(2) The management board may decide not to convene a meeting if all members of the management board vote for it in writing (including e-mails).
§ 35. Election and the competence of the audit committee
(1) The general assembly shall determine the number of members of the audit committee (2 to 4 members).
(2) The members of the audit committee shall be elected for a term of four years.
(3) The audit committee may not elected the members of the council and the management board or the salaried employees of the Association.
(4) The election of members of the audit committee shall be open to all members of the Association, and every member can nominate one candidate. Persons who have submitted a written consent to the candidature and whose nomination proposal has been sent to the management board of the Association not later than two weeks before the elections at the general assembly shall be deemed to be duly nominated.
(5) Competence of the audit committee is to:
1) revise, at its discretion, but not less than once a year, the financial and economic activities of the Association, compliance with the statute and decisions of the management bodies;
2) notify the management board and the general assembly of the results of the audit, together with proposals for the further improvement of the Association’s activities.
3) submit to the management board and the general assembly an opinion on the annual report of the Association.
4) for the performance of their duties, the members of the audit committee have the right to participate in the meetings of the management board and the general assembly, to review all documents of the Association and to receive explanations from the members of the body of the Association and its employees.
ASSETS AND RESOURCES OF THE ASSOCIATION,
ACCOUNTING AND OVERSIGHT
§ 36. Assets and resources
(1) The assets and resources of the Association shall consist of:
1) membership fees;
2) grants and donations;
3) state and local government support;
4) the support of natural and legal persons;
5) funds and endowments;
6) the income from the Association’s main activities;
7) estate assets;
9) other legal receipts, lotteries, sports bets and the like.
§ 37. Use of assets and resources
(1) The assets and resources of the Association are owned by the Association and are used and ordered to fulfil the objectives of the Association in accordance with the legislation in force and this statute.
(2) The Association does not bear any financial liability for the obligations of its members, the members do not bear any financial liability for the obligations of the Association.
§ 38. Accounting and oversight
(1) The financial year of the Association starts on January 1 and ends on December 31.
(2) The management board shall organize the Association’s accounting in accordance with the Accounting Act.
(3) The economic activity of the Association shall be audited by an auditor or an audit committee at least once a year who shall submit their opinion to the general assembly.
DISSOLUTION, MERGER AND DIVISION
§ 39. Voluntary dissolution.
(1) A decision to voluntarily dissolute the activities of the Association shall be adopted by the general assembly.
(2) A resolution is adopted if more than 2/3 of the members present and represented in the general assembly vote for it.
§ 40. Distribution of assets upon dissolution.
(1) Upon dissolution of the Association, liquidation shall take place in accordance with the legislation in force.
(2) After the satisfaction of all claims of creditors and the transfer of funds to known creditors and non-performing creditors, the remaining assets shall be transferred to an entity registered in the list of income tax incentive non-profit associations and foundations or a legal person governed by public law.
§41. Merger and division.
(1) The general assembly decides on the merger or division of the Association.
(2) A resolution is adopted if more than 2/3 of the members present and represented in the general assembly vote for it.
SETTLEMENT OF DISPUTES
§ 42. Interpretation of the statute
In the case of disputes concerning the interpretation of this statute, the laws and other laws in force in Estonia shall be applied.
This statute was approved at the general assembly of the Estonian Sports Association Kalev on March 4, 1992, in Tallinn.
The amendments were introduced and approved by the extraordinary general assembly of the Association on November 24, 1994, at the general assembly on November 14, 1996, in the extraordinary general assembly on December 20, 2005, in the general assembly on June 20, 2006, in the general assembly on June 15, 2007. a., in the general assembly on 10 September 2009, in the general assembly on June 25, 2012, in the extraordinary general assembly on May 15, 2013, and the ordinary general assembly on May 24, 2016