Articles of Association
STATUTES OF NON-PROFIT ORGANIZATION LAHENDUS.NET
I GENERAL PROVISIONS
1.1 The non-profit association MTÜ Lahendus.net (hereinafter association) is a charitable public benefit purpose organisation.
1.2 The association is located in Tartu, Estonia.
1.3 The objective of the association is to promote mental health and facilitate access to psychological assistance,
which is pursued through the following actions:
1.3.0 involvement of psychology students;
1.3.1 provision of psychological counselling and information via a sustainable online platform;
1.3.2 raising of the public’s awareness on the topic of mental health and psychological assistance.
1.4 Primary activities of the association:
1.4.0 provision of free online counselling;
1.4.1 organisation and conduct of information events;
1.4.2 organisation and conduct of psychology training;
1.4.3 providing psychology students opportunities to apply the knowledge acquired under the guidance of a professional supervisor.
II CONDITIONS AND PROCEDURE FOR GRANTING OF MEMBERSHIP AND WITHDRAWAL AND EXCLUSION FROM ASSOCIATION
2.1 Any natural or legal person who is willing to contribute to the achievement of the objectives of the association
and who complies with the articles of association may be a member of the association.
2.2 The management board of the association (hereinafter management board) decides on the granting of membership of the association on the basis of the written application of the person.
2.3 To withdraw from the association, a member must submit a written application to the management board, on the basis of which the management board confirms the withdrawal within seven days.
2.4 A member is excluded from the association if they:
2.4.0 submit a written letter of resignation to the management board;
2.4.1 do not pay the membership fee by the end of the financial year;
2.4.2 have knowingly submitted incorrect information upon admission to the association, as a result of which their acceptance as a member of the association was not lawful;
2.4.3 have violated the terms of the contract (see clause 3.3).
III RIGHTS AND OBLIGATIONS OF MEMBERS
3.1 Fundamental rights of a member of the association are as follows:
3.1.0 to elect and be elected as a member of the management board;
3.1.1 to delegate their right to vote to another member of the association;
3.1.2 to participate in the activities of the association in accordance with the contract (see clause 3.3);
3.1.3 all rights resulting from the law and the right to receive comprehensive information from the management board regarding the activities of the association;
3.1.4 to withdraw from the association upon request.
3.2 Principal obligations of a member of the association are as follows:
3.2.0 to comply with the articles of association and resolutions of the management board;
3.2.1 to perform the contract concluded with the association (see clause 3.3);
3.2.2 to represent the association with dignity;
3.2.3 to participate in the general meeting of the association;
3.2.4 to pay the membership fee determined by the general meeting.
3.3 A contract is concluded with members of the association, which sets out the specific rights and obligations of the member and the association.
3.4 The amounts of membership fees are approved by the general meeting.
4.1 The highest body of the association is the general meeting of the association, in which all members may take part.
4.2 The general meeting is convened at least once a year.
4.3 To convene a general meeting, the management board gives an advance notice of at least seven days prior to the general meeting, providing information on the place, time and agenda of the general meeting.
4.4 Elections of the general meeting may be conducted electronically. The procedure of electronical elections is assigned by the management board.
4.5 The general meeting may call for a review or audit for the term of office of the management board.
4.6 The general meeting has a quorum if at least a quarter of the members of the association participate or are represented at the meeting.
4.7 A resolution of the general meeting is adopted if over half of the members or their representatives of the association who participate in the meeting vote in favour of the resolution.
4.8 One member of the association can have up to two delegations of other association members’ right to vote at the general meeting.
4.9 The association is managed and represented by the management board, which may have a minimum of three and a maximum of eight members. Only members of the association can apply for a position in the management board.
4.10 Members of the management board are elected at the general meeting by simple majority and are appointed for two years. If a member wishes to resign earlier, then they can do that at the general meeting. In the case of a member’s early resignment, it is up to the management board to decide whether they want to find a new member or continue in a smaller group.
4.11 Meetings of the management board are held as necessary and the management board has a quorum if over half of the members of the management board participate in a meeting of the management board, a two-thirds majority is required to adopt resolutions.
4.12 The powers and responsibilities of the management board are defined in the job descriptions of members of the management board.
V ECONOMIC ACTIVITY, LIQUIDATION AND THE DISTRIBUTION OF ASSETS
5.1 The association may provide scholarships in accordance with the law.
5.2 The association does not distribute its assets or revenue or provide material support or monetary benefits to its founders, members, members of the management or controlling bodies, donators or members of the management or controlling body of such persons or persons related to such persons.
5.3 The association is liquidated pursuant to the procedure provided for in legislation.
5.4 The liquidators of the association are the members of the management board of the persons appointed by the general meeting.
5.5 Upon dissolution of the association, the remaining assets will be transferred to an organisation or legal person governed by public law with a similar purpose included in the list of non-profit associations, foundations and religious associations benefiting from