NON-PROFIT ORGANIZATION TARTU ACADEMY OF THEOLOGY

CONSTITUTION

1. General Provisions

1.1. Name

The name of the non-profit association is Mittetulundusühing Tartu Teoloogia Akadeemia (hereinafter referred to as “TAT”). The name of the Association in English is Tartu Academy of Theology.

1.2. Location

The registered office of TAT is located in Tartu, Republic of Estonia.

1.3. Relations with Other Organizations

The Association is not a branch or affiliate of any church.

2. Purpose of the Association

The objectives of the TAT are:

• to promote the awareness and dissemination of Christian values in society;
• to ensure the sustainability of theological education in Estonia;
• to organize continuing and vocational education and to provide services based on educational and research activities that are necessary for society;
• to develop pastoral care in Estonia.

3. Membership

3.1. Member of the Association

Any person who confesses the Apostolic Creed, acknowledges baptism and the Eucharist, and agrees with the objectives of the TAT may become a member of the TAT.

3.2. Admission to Membership

A person wishing to become a member of the TAT must submit a written application to the Management Board, which shall decide on the acceptance or rejection of the application within one month of its receipt and shall notify the applicant of its decision.

3.3. Rights of Members

Members of the TAT have the right to:

• participate in the General Assembly with the right to speak and vote;
• receive information about the activities of the TAT;
• resign from the TAT;
• be elected to the governing bodies of the TAT.

3.4. Obligations of Members

Members of the TAT have the following obligations:

• to acknowledge and support the objectives of the TAT;
• to comply with the Constitution of the TAT;
• to pay the membership fee established by the TAT.

3.5. Resignation and Expulsion

3.5.1.   Any member of the TAT may resign from the TAT by submitting a written notice to the Management Board.

3.5.2    The Management Board may expel a member whose activities are deemed to be contrary to the objectives of the TAT or in violation of this Constitution.

3.5.3.   The Management Board shall expel any member who has failed to pay the membership fee for twelve (12) months without a valid reason.

3.5.4.   The Management Board shall immediately notify the expelled member of the decision and the reasons for it. The expelled member has the right to request that the matter be reviewed by the General Assembly.

3.6. Membership Fee

All members of the TAT are required to pay a membership fee. The amount of the membership fee is decided at each regular General Assembly.

4. General Assembly

The General Assembly of the TAT is the general meeting within the meaning of the Non-Profit Associations Act.

4.1. Competence and Agenda of the General Assembly

The issues to be addressed by the General Assembly and their order shall be as follows:

• to elect the chair, secretary, and minute-taker of the General Assembly;
• to hear the report of the Management Board on the period between the last General Assemblies;
• to hear the report of the auditor or audit committee and discuss the implementation of the previous year's budget;
• to approve the report for the previous financial year and adopt the budget for the current financial year;
• to decide upon the amount of the membership fee;
• to elect the members of the TAT Management Board;
• to elect an auditor or audit committee to audit the transactions and accounting of the financial year;
• to discuss other topics mentioned in the notice of the meeting;
• to decide on the time and place of the next regular General Assembly.

The TAT General Assembly may also decide on other matters not previously included on the agenda of the meeting, except for amendments to the Constitution of the TAT and the dissolution of the TAT.

4.2. Frequency and Convening of General Assemblies

4.2.1    The regular General Assembly of the TAT shall be held at least once per calendar year.

4.2.2    An extraordinary General Assembly shall be convened if the Management Board of the Association deems it necessary or if at least one-tenth (1/10) of the members of the Association submit a justified request to the Management Board of the Association to do so.

4.3. Notification of the General Assembly

The Management Board of the TAT shall notify the members of the Association of the date and agenda of the General Assembly no later than three weeks before the meeting.

4.4. Proposals for the Agenda of the General Assembly

If a member of the TAT wishes to have a matter included on the agenda of the next General Assembly, they shall notify the Management Board of the TAT in writing no later than four weeks before the date of the meeting.

4.5. Quorum of the General Assembly

The General Assembly of TAT shall have a quorum if more than half of the members of the TAT are present or represented. If less than half of the members are represented at the meeting, the Management Board shall convene a new General Assembly with the same agenda, to be held no earlier than three weeks and no later than three months after the original meeting. The new General Assembly shall have the authority to adopt resolutions if at least one quarter of the members of the TAT are present.

4.6. Voting Rights

4.6.1.   All members of the TAT shall have the right to participate in the General Assembly with voting rights. Each member entitled to vote shall have one vote. A member of the TAT may authorize another member of the Association to vote on their behalf by means of a simple written proxy. Each member may hold only one proxy.

4.7. Voting

4.7.1.   Unless otherwise provided in this Constitution, a resolution of the General Assembly shall be deemed adopted if more than half of the members of the TAT present or represented at the meeting vote in favor of it.

4.7.2.   If any member present and entitled to vote so requests, voting shall be conducted by secret ballot.

4.7.3.   Unless otherwise provided in this Constitution, the voting procedure of the General Assembly shall also apply to the Management Board of the Association.

5. Management Board of the Association

The Management Board of the TAT is the management body referred to in the Non-Profit Associations Act.

5.1.      The Management Board shall direct the activities of the TAT between meetings of the General Assembly.

5.2.      The Management Board shall consist of a minimum of three (3) and a maximum of five (5) members.

5.3       The members of the Management Board shall be elected by the General Assembly from among the members of the TAT. A candidate shall be elected if more than half of the members of the TAT present or represented at the General Assembly vote in favor. The Management Board shall be elected for a term of five (5) years.

5.4.      Each member of the Management Board shall have the right to represent and sign on behalf of the TAT.

5.5.      A member of the Management Board may be removed at any time by a decision of the General Assembly, regardless of the reason.

5.6       Meetings of the Management Board shall be convened by the Chair of the Board, the Deputy Chair, or at least one-third (1/3) of the members of the Management Board.

5.7.      Members of the Management Board shall be notified in writing of a meeting at least two (2) weeks in advance.

5.8       Regular meetings of the Management Board shall be held at least three (3) times per calendar year.

5.9.      The Management Board shall have a quorum if more than half of its members are present.

5.10.    The person convening the meeting may, at their discretion, invite necessary specialists to attend as consultants or experts, who shall have the right to speak at the meeting.

5.11.    The Management Board shall hire and dismiss the salaried employees of the TAT.

6. Financial Activities

6.1. Auditor / Audit Committee

6.1.1.   To audit the financial and economic activities of the TAT, the General Assembly of the TAT shall elect either one auditor or a three-member Audit Committee for a term of three (3) years.

6.1.2.   The auditor need not be a member of the Association. Members of the Audit Committee shall be elected from among the members of the Association.

6.2. Financial Year

The financial year of the Association shall run from 1 January to 31 December.

7. Amendment of the Constitution and Termination of Activities

7.1.      Proposals for amendments to the Constitution must be submitted in writing to the Management Board. The Management Board shall prepare the proposal for review at the next General Assembly. The Constitution of the TAT may be amended only if the introduction of such amendments has been included in the agenda of the General Assembly announced in advance. The Constitution shall be amended if at least three-fourths (3/4) of the members present or represented at the General Assembly vote in favor.

7.2.      The reorganization or dissolution of the TAT shall be decided by the General Assembly by a majority of at least three-fourths (3/4) of the votes. A Reorganization or Liquidation Committee shall be formed immediately to carry out the reorganization or liquidation of the Association in accordance with the decision.

7.3.      The members of the TAT shall have no rights to the property of the TAT, and the TAT shall have no rights to the property of its members.

7.4.      In the event of reorganization or liquidation, the General Assembly shall decide on the disposition of the assets of the TAT. In the case of dissolution, after the claims of creditors have been satisfied, any remaining assets shall be transferred to a non-profit association or foundation with similar objectives, or to a public legal entity included in the list of non-profit associations and foundations eligible for income tax incentives approved by the Government of the Republic.