Articles of Association of Sihtasutus Eesti Ajaloomuuseum

Articles of Association of Sihtasutus Eesti Ajaloomuuseum

Annex 2 of the foundation resolution of Sihtasutus Eesti Ajaloomuuseum. 21 January 2019

1. General provisions

1.1. The name of the foundation is Sihtasutus Eesti Ajaloomuuseum (hereinafter the Foundation).
1.2. The registered location of the Foundation is the city of Tallinn, the Republic of Estonia.
1.3. The founder of the Foundation is the Republic of Estonia, whose founder’s rights are exercised by the Ministry of Culture.
1.4. The Foundation is a museum within the meaning of the Museums Act.
1.5. The Foundation has a seal and logo whose design and rules of use are approved by the Supervisory Board of the Foundation.

2. Objective and its achievement

2.1. The objective of the Foundation is, through the administration and use of assets, to accumulate, preserve, research and share cultural heritage pertaining to the Estonian people, land and history of the country as well as the heritage of theatre, music and film for the purposes of education, science and entertainment.
2.2. To achieve the objective, the Foundation shall:
 2.2.1. manage and develop in a targeted and sustainable manner the assets of the Foundation as well as develop and offer services that are in compliance with the objective of the Foundation;
 2.2.2. keep and expand in a purposeful manner the museum collection that has been given to the Foundation for use, ensure that it is examined, used in a targeted manner, available digitally and, if necessary, conserved and restored;
 2.2.3. provide services for institutions, organisations and researchers in accordance with the principles of organisation of museum collections and the price list for services;
 2.2.4. present to and share with the public cultural heritage through exhibitions, education programmes, publications, media and public events;
 2.2.5. carry out scientific research, organise conferences and seminars and publish articles, yearbooks, catalogues and other publications that pertain to the subjects covered by the museum;
 2.2.6. organise training, provide consultancy and make expert assessments;
 2.2.7. draw up action plans for research and conservation and restoration work as well as projects on conservation and restoration, conduct research and make expert assessments, conserve and restore;
 2.2.8. consult museums on the composition, safekeeping, conceptualisation and preservation of collections that pertain to their field and, if necessary, serve as a place of training;
 2.2.9. cooperate with other museums and institutions in Estonia and abroad;
 2.2.10. manage the Foundation’s marketing and publish advertising publications;
 2.2.11. create conditions that facilitate the self-development of the personnel of the Foundation.

3. Rights of Foundation

3.1. The Foundation has the right to:
 3.1.1. hold proprietary and non-proprietary rights and obligations and be a claimant or defendant in court;
 3.1.2. establish contractual relationships with Estonian and foreign legal and natural persons both directly and via intermediary organisations, develop cooperation relationships with them and be a member of non-profit organisations and foreign and international organisations pursuant to a resolution of the Supervisory Board;
 3.1.3. own, lease and transfer under a resolution of the Supervisory Board immovable and movable property necessary for the activities specified in the Articles of Association;
 3.1.4. organise continuing and informal education, charity events and training;
 3.1.5. organise auctions, exhibition sales, charity and benefit events and fundraising initiatives;
 3.1.6. offer accommodation, catering, trade, parking and transport services, leasing services of rooms and inventory and tourism services;
 3.1.7. offer design, construction, restoration and conservation services of cultural monuments;
 3.1.8. issue grants in order to achieve the objectives of the Foundation;
 3.1.9. participate in the founding of another foundation only under a resolution of the body exercising the founder’s rights, on the basis of the authorisation by the Government of the Republic and pursuant to the State Budget Act;
 3.1.10. perform other activities necessary for the achievement of the objectives of the Foundation that are in accordance with law.
3.2. The Foundation may not found or acquire shares in companies.  

4. Management

4.1. The managing bodies of the Foundation are the Supervisory Board and Management Board.
4.2. A member of a managing body of the Foundation may not be a person:
 4.2.1. whose wrongful act or omission has led to a person’s bankruptcy;
 4.2.2. whose wrongful act or omission has led to the activity licence issued to a legal person being revoked;
 4.2.3. who is subject to a prohibition on business;
 4.2.4. whose wrongful act or omission has caused damage to a legal person;
 4.2.5. who has been sentenced for an economic criminal offence, criminal offence relating to office or a criminal offence against property.
4.3. The restrictions set out in clauses 4.2.1-4.2.4 of the Articles of Association remain in force for five years after bankruptcy has been declared, an activity licence has been revoked, a prohibition on business has expired or damage has been compensated. The restriction set out in clause 4.2.5 of the Articles of Association does not apply to persons whose information concerning punishments has been deleted from the criminal records database.
4.4. Members of a managing body of the Foundation must not have a personal interest in receiving the benefits granted by the Foundation. In the case of a conflict of interests, including if the matter of entering into a transaction between the Foundation and a member of a managing body of the Foundation or the initiation or termination of court proceedings against a member of a managing body of the Foundation is being decided, the member of the body of the Foundation may not participate in deciding or voting on the respective matter. 

5. Supervisory Board

5.1. The Supervisory Board plans the activities of the Foundation, organises its management and supervises the activities of the Foundation.
5.2. The Supervisory Board has up to five members, at least one of whom is elected by the body exercising the founder’s rights on the proposal of the Minister of Finance. The founder determines the number of members of the Supervisory Board on the basis of the objectives, assets and financial situation of the Foundation, as well as the need to ensure the effective implementation of the duties, tasks and functions of the Supervisory Board in the planning and organisation of the Foundation’s activities and supervising the activities of the Management Board.
5.3. The body exercising the founder’s rights appoints the members of the Supervisory Board for four years.
5.4. Decisions on changes to the membership of the Supervisory Board and on removing members of the Supervisory Board are made by the body exercising the founder’s rights under its resolution.
5.5. The body exercising the founder’s rights may remove a member of the Supervisory Board at any time, irrespective of the reason.
5.6. The Supervisory Board is competent to:
 5.6.1. approve the development plan of the Foundation submitted by the Management Board;
 5.6.2. approve the annual action plan, operational objectives and budget of the Foundation prior to the commencement of the financial year and make future amendments thereto;
 5.6.3. approve the annual report of the Foundation;
 5.6.4. approve the procedure for the use and disposal of the assets of the Foundation;
 5.6.5. approve the structure and total number of members of the Foundation;
 5.6.6. establish the rules of procedure of the Supervisory Board;
 5.6.7. make a proposal to the founder to remove a member of the Supervisory Board appointed by the founder if the member is regularly absent from the meetings of the Supervisory Board, has hindered the achievement of the objectives of the Foundation or harmed its reputation, has repeatedly failed to perform their obligations or is unable to participate in the work of the Supervisory Board, as well as in any other cases provided by law;
 5.6.8. appoint and remove a member of the Management Board;
 5.6.9. restrict the right of representation of or remove, if necessary, a member of the Management Board if the member of the Management Board has violated the Articles of Association or the terms and conditions of the contract they have entered into;
 5.6.10. determine the remuneration to be paid to a member of the Management Board;
 5.6.11. determine the performance fees to be paid to a member of the Management Board;
 5.6.12. represent the Foundation in disputes and transactions with members of the Management Board;
 5.6.13. give consent to the Management Board for entry into transactions that are beyond the scope of everyday economic activities and, above all, for entry into transactions that bring about:
  5.6.13.1. the transfer of immovables and movables entered in the register or the encumbrance thereof with a real right only upon a unanimous resolution of all members of the Supervisory Board. The resolution of the Supervisory Board for the transfer of an immovable handed over to the Foundation by the state as a non-monetary consideration or the encumbrance thereof with a right of superficies is subject to prior authorisation by the Government of the Republic and the body exercising the founder’s rights;
  5.6.13.2. take out loans and enter into financial lease contracts only upon a unanimous resolution of all members of the Supervisory Board.
5.7. Requirements of members of Supervisory Board
 5.7.1. A member of the Supervisory Board may not be a person who has a substantive conflict of interests with the Foundation, the source of which may be, among other things, a circumstance that the person or a party related to the person:
  5.7.1.1. is a sole proprietor who is engaged in the same economic activities as the Foundation;
  5.7.1.2. is a partner of a general partnership or a general partner of a limited partnership engaged in the same economic activities as the Foundation;
  5.7.1.3. has a qualifying participation in a company engaged in the same economic activities as the Foundation;
  5.7.1.4. is a member of a managing body of a company engaged in the same area of activity as the Foundation, unless it is a company with state participation or a company belonging to the same group as such a company;
  5.7.1.5. has substantial business interests in relation to the Foundation, which, among other things, are reflected in owning a qualifying share in a legal person or being a member of a managing body of a legal person that is a significant seller of goods to or buyer of goods from, or supplier of services to or customer of services of, the Foundation.
5.8. Remuneration of member of Supervisory Board
 5.8.1. The remuneration of the members of the Supervisory Board of the Foundation is set by the body exercising the founder’s rights.
 5.8.2. Equal remuneration is granted to the members of the Supervisory Board, unless otherwise prescribed by law. Higher remuneration may be granted to the chairman of the Supervisory Board. Additional remuneration may be granted to a member of the Supervisory Board for the participation of that member in the audit committee specified in the Auditors Activities Act, or other body of the Supervisory Board. In the payment of remuneration to the members of the Supervisory Board, their participation in the meetings of the Supervisory Board and in the activities of the bodies of the Supervisory Board is taken into account.
 5.8.3. A member of the Supervisory Board is compensated for justified expenses related to the activities of the Foundation upon the prior consent of the other members of the Supervisory Board in a format that can be reproduced in writing and provided that the budget allows for it.
 5.8.4. Entry into a contract for services or commencement of any other form of paid employment relationship with a member of the Supervisory Board requires the prior consent of all members of the Supervisory Board in a format that can be reproduced in writing.
 5.8.5. If the chairman of the Supervisory Board does not perform the obligations specified in clause 5.9.9 of the Articles of Association, the body exercising the founder’s rights may suspend the remuneration of the chairman of the Supervisory Board or reduce the remuneration in proportion to the period during which the obligation was not performed.
 5.8.6. Upon the removal of a member of the Supervisory Board, the member is not compensated.
5.9. Organisation of work of Supervisory Board
 5.9.1. The members of the Supervisory Board elect a chairman from among themselves, who represents the Supervisory Board, organises its activities and chairs the meetings of the Supervisory Board. The procedure for substitution of the chairman of the Supervisory Board is determined by a resolution of the chairman of the Supervisory Board.
 5.9.2. Ordinary meetings of the Supervisory Board are held as and when necessary, but no less than once every three months, at the time and place determined by the Supervisory Board. The members of the Supervisory Board are notified in writing in advance of the time, place and agenda of the meetings, as specified by law.
 5.9.3. A special meeting is called at the written request of the auditor or a member of the Supervisory Board or Management Board. A notice of a special meeting is sent by unregistered mail or electronically to each member of the Supervisory Board to the address indicated by them at least seven days before the date of the meeting. The notice must set out the time, place and agenda of the meeting.
 5.9.4. A meeting of the Supervisory Board has quorum if more than half of the members of the Supervisory Board participate therein. If a member of the Supervisory Board is unable to participate in the meeting at the time and place set out in the notice, they are entitled to take part in decision-making by submitting to the chairman of the Supervisory Board (or the person substituting for them) their opinion and vote in writing before the adoption of the resolution. The written opinion of a member of the Supervisory Board is annexed to the minutes.
 5.9.5. The Supervisory Board may adopt resolutions without calling a meeting if more than half of the members of the Supervisory Board cast their vote in writing in favour of the resolution. All members of the Supervisory Board must submit their opinion. Written opinions signed by the members of the Supervisory Board are annexed to the minutes.
 5.9.6. A resolution of the Supervisory Board is adopted if more than half of the members of the Supervisory Board who participated in the meeting voted in favour of the resolution. Each member of the Supervisory Board has one vote. A member of the Supervisory Board does not have the right to refuse to vote or to abstain from voting, except in the events specified in the Articles of Association or law when the member is not allowed to vote.
 5.9.7. Each meeting of the Supervisory Board is recorded in the minutes, taking into account the requirements set forth in the State Assets Act (if these have been established). The minutes must note the resolutions adopted by the Supervisory Board and transcripts must be made available to all members of the Supervisory Board. All of the members of the Supervisory Board in attendance must sign the minutes of a meeting.
 5.9.8. The chairman of the Supervisory Board must submit to the body exercising the founder’s rights and the Minister of Finance:
  5.9.8.1. the agenda of a meeting of the Supervisory Board at least three business days before the meeting is held and, within one month of the meeting, a copy of the minutes of the meeting together with the materials for the meeting;
  5.9.8.2. in the event that a resolution of the Supervisory Board is adopted without calling a meeting, the draft resolution of the Supervisory Board at the same time that it is transmitted to the members of the Supervisory Board, and the record of the vote or the results of the vote within five business days of the vote.
5.9.9.     To perform its duties, tasks and functions, the Supervisory Board has the right to access all of the documents of the Foundation and to check the correctness of accounting, the existence of assets, the compliance of the activities of the Foundation with the law, the Articles of Association and the resolutions of the Supervisory Board. 

6. Management Board

6.1.  The Management Board directs and represents the Foundation.
6.2.  The member of the Management Board is appointed and removed by the Supervisory Board.
6.3.  The Management Board consists of one member.
6.4. The term of office of the member of the Management Board is up to five years.
6.5. The Supervisory Board enters into a fixed-term contract with the member of the Management Board specifying the rights and obligations of the member of the Management Board and the remuneration for the performance of the duties, tasks and functions of the member of the Management Board.
6.6.  The Management Board is competent to:
 6.6.1. represent the Foundation and ensure its engagement in economic activities;
 6.6.2. submit, at least four times a year, an overview of the activities, economic activities and economic situation of the Foundation as well as immediately give notice of any considerable deterioration in the economic situation of the Foundation and other important circumstances related to the economic activities of the Foundation;
 6.6.3. enter into, amend and terminate employment contracts with the employees of the Foundation;
 6.6.4. decide on the use of the funds of the Foundation, including the purchase or other acquisition of assets for the Foundation, the taking out of loans on behalf of the Foundation within the limits and in accordance with the procedure established by the Supervisory Board;
 6.6.5. approve the prices of services provided by the Foundation;
 6.6.6. sign all documents on behalf of the Foundation, enter information into the register of non-profit organisations and foundations in the circumstances and within the deadlines provided by law;
 6.6.7. conduct negotiations, enter into contracts and ensure the performance of contracts entered into.
6.7. When managing the Foundation, the Management Board follows the legal orders of the Supervisory Board. Therein, the Management Board may enter into transactions that go beyond the limits of the everyday activities of the Foundation solely with the consent of the Supervisory Board. The prior consent of the Supervisory Board is necessary, above all, for entry into the transactions mentioned in clause 5.6.13 of the Articles of Association.
6.8. The Management Board has the right to represent the Foundation in legal operations in accordance with the competence established by the Supervisory Board. The right of the Management Board to represent the Foundation may be restricted by a resolution of the Supervisory Board. This restriction of the right of representation does not apply to third parties. A member of the Management Board has the right to appoint, for a period of their temporary absence (business trip, holiday, etc.), a representative on the basis of a power of attorney. The power of attorney must set out, among other things, the scope and duration of the authorisation and it must be approved by the chairman of the Supervisory Board in writing in advance.
6.9. Remuneration may only be paid to the member of the Management Board on the basis of the Management Board member contract entered into with the member. If the member of the Management Board performs other duties, tasks and functions necessary for the Foundation in addition to those of the member of the Management Board of the Foundation, the member of the Management Board may be remunerated for such duties, tasks and functions only if this has been specified in the Management Board member contract.
6.10. Additional remuneration may be paid to the member of the Management Board according to their performance. The amount of the additional remuneration must be justified with regard to the achievement of the objectives set for the Foundation. The total amount of additional remuneration paid during a financial year may not exceed an amount equivalent to three times the average monthly remuneration paid to the member of the Management Board in the previous financial year.
6.11. Severance pay may be paid to the member of the Management Board only if the member is removed on the initiative of the Supervisory Board before the term of office of the member expires. The severance pay may be to up to three months’ remuneration effective at the time of removal of the member of the Management Board.

7. Structure

The structure and total number of members of the Foundation is approved by the Supervisory Board on the proposal of the Management Board.

8. Development plan

8.1. The Foundation has a development plan that is drawn up for at least four years.
8.2.  The development plan provides for the mission and objectives of the Foundation and the activities and tools planned for achieving them.
8.3. The drafting and amendment of the development plan is organised by the Management Board. The development plan or amendments thereto are approved by the Supervisory Board and it is sent to the body exercising the founder’s rights for information purposes. 

9. Budget

9.1. A balanced budget which complies with the financial plan of the Foundation, the budget position rules set out in § 6, the net debt rule set out in § 10 and the restrictions set out in § 11 of the State Budget Act is drawn up with regard to all of the revenue and expenditure of the Foundation.
9.2. The Foundation annually draws up and submits a financial plan compliant with the requirements of § 12 of the State Budget Act, which serves as the basis for drawing up the budget of the Foundation.

10. Assets and their management

10.1. The assets of the Foundation consist of the following:
 10.1.1. funds and other assets handed over by the founder to the Foundation;
 10.1.2. support allocated from the state budget in accordance with the State Budget Act fixed annually;
 10.1.3. proprietary gifts, donations and inheritance;
 10.1.4. income from primary activity and other economic activities;
 10.1.5. support from funds, assistance programmes, etc.;
 10.1.6. transactions with movable and immovable property;
 10.1.7. funds received from other activities permitted by law.
10.2.  The value of non-monetary assets handed over to the Foundation is determined in an expert assessment or valuation report that is commissioned from persons who have special knowledge and skills and provide expert assessment or valuation services. The correctness of the valuation of non-monetary assets is verified by an auditor, who submits their written opinion thereon. The assets are handed over to the Foundation on the basis of a report that is signed by the person handing over the assets or a party authorised by that person and a member of the Management Board of the Foundation.
10.3. The use and disposal of assets transferred by the state to the Foundation free of charge or below their usual value for the purpose of performance of the duties, tasks and functions provided by law or the Articles of Association is regulated by § 33 of the State Assets Act.
10.4. To achieve its objectives, the Foundation engages in economic activities within the limits permitted by the laws of the Republic of Estonia.
10.5. The Foundation uses its income to achieve the objectives specified in the Articles of Association. The Foundation may not grant loans, secure third-party obligations, enter into deposit contracts with credit or financial institutions or invest its funds in financial assets, including in securities.
10.6. The Foundation must keep all of its funds in the Ministry of Finance, make payments from the account of the funds through the Ministry of Finance and may only hold an account in a credit or financial institution by agreement with the Ministry of Finance.

11. Reporting and auditing

11.1. The accounts of the Foundation are kept by the Management Board in accordance with the law.
11.2. The financial year of the Foundation commences on 1 January and ends on 31 December.
11.3. After the financial year has ended, the Management Board draws up the annual accounts and management report and submits the approved annual report along with the opinion of the Foundation’s auditor to the Supervisory Board for approval within four months. Before approving the annual report, the Supervisory Board must hear from the sworn auditor who audited the annual accounts.
11.4. The Foundation is required to submit to the Ministry of Finance, the National Audit Office and the body exercising the founder’s rights a copy of the audited and approved annual report within four months of the end of the financial year. Along with the report, an overview of how the Supervisory Board has organised the activities of the Foundation, managed the Foundation and exercised supervision during the accounting period is submitted and the amount of remuneration paid to the members of the Supervisory Board and Management Board during the financial year is indicated.
11.5. Auditor
 11.5.1.   The auditor of the Foundation is appointed by the Supervisory Board for three years. The procedure for the remuneration of the auditor and the removal of the auditor is decided by the Supervisory Board.
 11.5.2.   The body exercising the founder’s rights has the right to demand that a special audit be carried out and to use a structural unit of an agency governed by the body for this purpose.
11.6.     Internal Auditor
 11.6.1.   The Foundation is required to ensure the functioning of the internal audit system and to establish the position of internal auditor or outsource the internal audit service if, as of the balance sheet date of the financial year, the Foundation’s balance sheet total exceeds two million euros or if the revenue for the financial year exceeds two million euros. The chairman of the Supervisory Board enters into a contract with the internal auditor.
 11.6.2.   The Foundation has the right not to create the position of internal auditor or not to outsource the internal auditor service if, in the estimation of the Supervisory Board, this may be economically reasonable. Such a resolution of the Supervisory Board must first be approved by the body exercising the founder’s rights.

12. Amendment of Articles of Association

12.1. After the Foundation has been entered in the register, the Articles of Association of the founder may only be amended for the purpose of taking into account changed circumstances, thereby following the objectives of the Foundation.

13. Merger, division and dissolution

13.1. Merger and division
 13.1.1.   The Foundation is merged with another foundation by a resolution of the founder as provided by law.
 13.1.2.   The Foundation may only be divided into further foundations by a resolution of the founder as provided by law.
13.2. Dissolution
 13.2.1. The Foundation is dissolved by a resolution of the founder or by a court judgement.
 13.2.2. The Foundation is dissolved by a resolution of the founder for the following reasons:
  13.2.2.1. the Foundation does not follow the requirements provided by law and the Articles of Association and, in spite of written warnings issued to the Supervisory Board, the violations have been repeated during the calendar year;
  13.2.2.2. the Foundation has lost its assets, and the acquisition of sufficient assets in the near future is unlikely;
  13.2.2.3. the activity support allocated to the Foundation from the state budget for the performance of the obligations set out in the contract for the use of a state-owned museum collection is not enough for the performance of the contractual obligations of the Foundation;
  13.2.2.4. in other cases provided by law.
13.2.3.   Upon the dissolution of the Foundation, the assets remaining following the settlement of all claims of creditors and the deposit of money are handed over to the founder.