Articles of EAD

I  GENERAL PROVISIONS

1.  Estonian Association of the Deaf (hereinafter referred to as EAD) is a national association covering and contacting organisations for the deaf on their own initiative and on equal grounds, and is administered by the governments of member organisations. EAD has a structural unit with salaried personnel – the Centre.

2.  EAD is a legal person in private law, with its own Articles of Association, seal, bank accounts and attributes. 

3.  EAD operates pursuant to the Constitution of the Republic of Estonia, other acts, legal acts of the Republic of Estonia and the Ministry of Social Affairs and these articles of association.

4.  EAD is the legal successor of Estonian Association of the Deaf established on the 22nd of May 1922.

5.  The seat of EAD is Nõmme tee 2, EE0034 Tallinn.

6.  EAD is founded for an unspecified term.

7.  The financial year of EAD starts on 1 January and ends on 31 December.


II OBJECTIVE AND TASKS OF EAD

8.  The principal objective of the activity of EAD is to secure the interests of the societies of the deaf through cooperation and, thus, secure the interests of each member, provide assistance and guidance to the self-initiative activities of the societies in order to guarantee the same equal opportunities to the members of the societies as the other citizens; function as a cooperative body between the societies of the deaf and other government institutions, developing the national policy for the deaf.

9.  The tasks of EAD are:
9.1. participation in the development of the social policy of the Republic’s Government through our representation in The Estonian Chamber of Disabled People proceeding from the worldwide activity programmes for the deaf and securing equal opportunities for the deaf according to standard regulations;

9.2. initiation of development programmes and projects for the deaf and participation in such work, conducting assessment of such work if necessary;

9.3. analysis, assessment and evaluation of the situation of the deaf;

9.4. management of the publishing of the newspaper for the deaf, formation of the positive public opinion in issues related to disabled people through press and other mass media channels;

9.5. cooperation with associations of the deaf of other countries, mediation of information and experience received from such cooperation, participation in international cooperation projects;

9.6. supporting the coordination and development of scientific research, surveys and in-service training of the areas regarding the problems of the deaf;

9.7. coordinating and supporting the activities of the member societies, providing guidance if necessary;

9.8. assisting to establish new societies of the deaf if necessary, promoting their activities;

9.9. supporting the national cultural and sports events of the deaf;

9.10. develop, teach and provide assistance for usage of sign language as the communicational language of the deaf, help to promote public awareness of the importance of sign language as the communicational language of the deaf up to the level of national institutions and the Government of the Republic, provide assistance to scientific research of sign language if necessary;

9.11. render sign language interpreting services;

9.12. improving the social and labour activity of the deaf, providing assistance in education;

9.13. providing as much assistance as possible in creating new jobs in existing or future EAD enterprises to secure employment for the deaf and financing EAD activities with profit provisions of the business associations of EAD directed to the financial activities of EAD.


III ASSETS AND FUNDS

10.  EAD acts in collaboration with the public authorities, governmental authorities and local authorities to secure social welfare and financial support for the deaf.

11. The assets and funds of EAD are created from:

11.1. member fees;

11.2. admission fees;

11.3. contributions, provisions, donations;

11.4. inheritance;

11.5. income from revenue events;

11.7. publication activity;

11.8. training;

11.9. shares and stock;

11.10. interests and dividends;

11.11. lease of assets;

11.12. other activities promoting the activities in articles of association.

12.  EAD may establish permanent departments, foundations, own real estate and registered movables and make civil and commercial law transactions as prescribed by the legal acts of the Republic of Estonia, in order to fulfil the objectives and tasks of the articles of association.
13.  The assets of business associations, institutions and structural units, directed to financial activities of EAD, are the property of EAD.


IV MEMBERS

14. Members of EAD can be the registered societies of the deaf supporting the activities of EAD and recognising the articles of association of EAD, as well as other legal persons interested or active in the issues of the hearing-impaired, who wish to support the implementation of the objectives and tasks of EAD.

15. The Board of EAD shall approve the written petition and articles of association of a new deaf society for the membership of the EAD. In case the EAD Board does not approve the applicant’s articles of association and petition, the applicant shall have the right to dispute this decision in the next session, where the decision will be final.

15.1. An association or a legal person, who is not a member of EAD, can participate in the activities of EAD having the advisory voting power in the session of EAD.
A legal person who recognises the articles of association of EAD and whose activities include solving problems of the deaf and hearing-impaired can be approved as a contributory member of EAD.

16. To leave EAD, a member shall submit a written petition to the Board. The member shall leave EAD upon the end of the financial year and at a 2-year notice.
The Board shall delete the departed member from the member list upon the expiry of the advance notice term and absence of the right of claim on the approved procedure of the Board.

17. A member of EAD can be excluded with the decision of the Board if the member:

17.1. does not participate in the activities of EAD;
17.2. becomes a member of a non-profit organisation involved in similar activities to EAD;

17.3. loses confidence of EAD as a result of accounting.

18. The Board of EAD shall decide the exclusion of a member in a meeting, giving the member to be excluded a 1-month’s advance notice regarding the meeting.
The member to be excluded shall be entitled to be present and have a say at the discussion of this issue.
The resolution on the exclusion of a member shall be deemed passed if ¾ of the members of the Board are in favour.

19. The excluded member shall have the right to demand the discussion of exclusion issue in the next session of EAD, where the decision will be final.

20. Rights and duties of an EAD member:

20.1. A member of EAD shall be entitled to:

20.1.1. participate, with a voting right, in the session of EAD;

20.1.2. receive support and assistance within the limits of EAD to meet their objectives;

20.1.3. participate in the events of EAD;

20.1.4. use the premises and assets of EAD as prescribed by the concluded contracts and EAD internal procedure rules;

20.1.5. submit proposals and queries in issues related to EAD;

20.1.6. demand the observance of contractual duties of EAD;

20.1.7. to be elected to the management and monitoring organs of EAD through the representatives of societies;
Members with 5 years of experience in a society can be elected.

20.1.8. to establish independent foundations, the activities of which are in compliance with the objectives and tasks of EAD;

20.1.9. depart from EAD in compliance with these Articles of Association;

20.2. A member of EAD shall:

20.2.1. observe the Articles of Association of EAD and decisions by EAD bodies in participation in the activities of EAD;

20.2.2. pay the member fee as prescribed by the regulations;

20.2.3. perform the Articles of Association of EAD and the decisions of the sessions of EAD;

20.2.4. perform the obligations assumed to EAD and participate in the activities of EAD.


V SESSION

21.1. The highest managing body is the general meeting – session, where each member delegation has two (2) votes. An additional vote will be calculated for every 50 members of a society.
One representative of a delegation shall have the right to vote.

21.2. The session can be regular or special.

21.3. A regular session shall be called by the Board once a year.

21.4. A special session shall be called by the Board or based on the substantiated written request of at least 2/3 of the members; the members shall be notified thereof at least two weeks prior to the meeting.

21.5. The Board shall notify the members of EAD in writing of the time, place and agenda of the regular session at least 1 month prior to the session.

21.6. The session shall have the quorum if 3/4 of the member delegations are present.

21.7. In order to change the objective, the consent of all members participating in the session shall be required; for amending the Articles of Association the consent of three-fourths of the members participating in the session shall be required.

21.8. Other resolutions of the sessions shall be adopted by a simple majority.

21.9. Regular elections to the managing bodies of EAD shall be held at the session every 5 years.

21.10. If the session has no quorum, the Board shall, within 3 weeks but not earlier than 1 week, call a session with the same agenda, which shall be competent to resolve regardless of the number of participants.

22. The following shall be placed in the competence of the session:

22.1. change of the objective;

22.2. amendment and modification of the Articles of Association;

22.3. election of the Board, Chairperson and Auditing Committee for 5 years;

22.4. hearing and evaluation of reports of the Board and Auditing Committee;

22.5. reorganisation of EAD activities; merger, division, dissolution;

22.6. resolving upon performing transactions with a member of the Board or other body with EAD`s immovable or registered movables and appointment of the EAD representative in such transactions;

22.7. resolving upon other issues, which are not placed in the competence of other bodies by law or the Articles of Association;

22.8. approval of EAD business form;

22.9. approval of the annual report.

22.10. The next session shall elect new members to replace the removed members of the Board or Auditing Committee, whose powers shall be created upon elections and be effective until next regular elections.


VI BOARD

23. During the period between sessions, the Board shall manage the activities of EAD; the session shall elect at least 6 members by secret ballot to this Board.
The Board shall hold meetings at least twice (2) in three months.
Meetings shall be called by the Chairperson or in his/her absence by the Deputy Chairperson. Meetings can also be called by four members of the Board based on their motivated application.
24. The Board shall be competent if a Chairperson or a Deputy Chairperson and three members of the Board are present at the meeting. In case of even division of votes, the Chairperson or in his/her absence the Deputy Chairperson shall have the decisive vote. If one of the members of the Board shall leave or has repeatedly not been participating in the activities of the Board, the next session shall elect a new member in his/her place.

25. The competence of the Board shall include:

25.1. management of EAD activities during the period between sessions;

25.2. implementation of resolutions passed by EAD sessions;

25.3. approval of EAD budget, monitoring of performance thereof;

25.4. resolving upon acceptance, leaving and removal of EAD members;

25.5. approval of the EAD management report for the session;

25.6. approval of the time, venue and agenda of sessions, if required, determining upon the representation quota;

25.7. representation of EAD in government and public authorities and foreign affairs through authorised persons;

25.8. approval of the positions for the Centre, structural positions and official positions;

25.9. approval of the Articles of Association of the member societies, EAD companies and institutions;

25.10. approval and dismissal of principals of the EAD companies and institutions;

25.11. managing the members;

25.12. other legal activities prescribed by the legal acts.

26. A member of the Board can be recalled at any time, if his/her obligations to EAD are unperformed to a considerable extent, or his/her inability to manage the activities of EAD is obvious, or he/she has lost the confidence of the session, or due to any other reasonable excuse.


VII CHAIRPERSON

27. The Chairperson of EAD shall be elected by secret, direct and regular voting at the session of EAD for a period of 5 years. The Chairperson shall be a member of the Board and the Chairperson of the Board. The Chairperson shall be a salaried employee of EAD during the term of appointment.
The monthly salary of the Chairperson shall be determined by the Board.

28. The competence of the Chairperson shall include:

28.1. directing the activities of the EAD Centre;

28.2. organisation of the activity of the Board;

28.3. acting on behalf of EAD, representation of EAD without a power of attorney in this country and in foreign countries;

28.4. issuing of powers of attorney;

28.5. being an authorised signatory of EAD;

28.6. entering into agreements on behalf of EAD;

28.7. issuing orders, provisions and instructions;

28.8. enter, amend and terminate employment contracts with the employees of EAD Centre and the principals of EAD companies, institutions and structural units;

28.9. pursuant to resolutions of the Board and the Articles of Association, operate the assets and funds of EAD within the limits of the approved budget;

28.10. open and close the bank accounts of EAD;

28.11. reporting to the session and Board of EAD of his activity;

28.12. liability for his activity pursuant to the procedure provided by law.


VIII AUDITING COMMITTEE

29. The activities of EAD are controlled by an independent control body – the Auditing Committee. The Auditing Committee shall be elected by secret, direct and regular voting at the session of EAD for a period of five years. The Auditing Committee shall appoint the Chairperson and two rank-and-file members. The Auditing Committee is an independent control body.

30. The minimum requirement for the members of the Auditing Committee is a completed secondary education and 25 years of age.

31. The competence of the Auditing Committee shall include:

31.1. monitoring and control of the observance of the Articles of Association within EAD and member societies;

31.2. control the performance of the budget and reporting of EAD and member societies;

31.3. once a year, audit the financial and economic activity of EAD;

31.4. if required, involve an auditor.

The report of the Auditing Committee shall be submitted to the session in April.
The Auditing Committee shall be entitled to receive necessary data and explanations from the Board of EAD.


IX ACCOUNTING

32. The Board shall ensure the organisation of accounting of EAD in compliance with the Accounting Act.

33. The Board shall submit reports to the session within six months upon the end of the financial year. The auditor or the Auditing Committee shall provide the auditor's report or the opinion of the Auditing Committee to reports.

33.1. The approved annual report shall be signed by all members of the Board.

34. EAD manages the internal financial analysis and the statistics of EAD through the Centre. The Centre shall have the right to establish non-recurrent and permanent statistical reports for companies as well as member societies, which shall be used for the preparation of financial analysis.


X DISSOLUTION. MERGER AND DIVISION.

35. The activity of EAD shall be dissolved:

35.1. by a resolution of the session;

35.2. upon initiating bankruptcy proceeding in respect of EAD;

35.3. if the number of EAD members is less than three;

35.4. if the session is unable to elect members of the Board.

36. The session may always resolve on dissolution. The resolution shall be deemed adopted if at two successive general meetings more than 2/3 of the members are in favour; the period between such general meetings shall be at least 3 months. If EAD is dissolved by a resolution of the session, the Board shall thereupon submit a petition on entering the dissolution in the register.

37. Upon dissolution of EAD, after the satisfaction of creditors’ claims, the remaining assets will be transferred to a non-profit organisation or to a legal person in public law. 

38. The Chamber may merge only with another non-profit organisation. A non-profit organisation being acquired shall be deemed dissolved. The merger shall be performed without the liquidation proceeding. Upon merger, the assets, rights and obligations of the non-profit organisation being acquired shall transfer to EAD.

39. A division shall be performed without the liquidation proceeding by way of division or separation pursuant to the procedure provided by law.

Article 37 was amended on 12 January 2008.