Statute of Estonian Society of RadiologyThe Non-profit Organisation Estonian Society of Radiology (hereinafter the SOCIETY), as a voluntary society of specialists in diagnostic radiology, nuclear medicine, radiotherapy, nuclear medicine and radiation safety, consisting of Estonian as well as foreign natural persons, was founded on December 12th, 1991.
1. GENERAL PROVISIONS
1.1. The business name of the SOCIETY is Mittetulundusühing Eesti Radioloogia Ühing (Non-profit Organisation Estonian Society of Radiology).
1.2. The location of the SOCIETY is Tallinn, the Republic of Estonia.
1.3. The SOCIETY is a voluntary association, the main activity of which will not be the earning of profit from economic activity.
1.4. The SOCIETY shall in its activities proceed from the Constitution and laws of the Republic of Estonia, including the Non-profit Associations Act and other legal acts, the Articles of Association (hereinafter the Articles) and resolutions of the managing bodies of the SOCIETY.
2. OBJECTIVE OF ACTIVITIES, RIGHTS AND OBLIGATIONS
2.1. The objective of the activities of the SOCIETY will be gathering and distribution of monetary as well as non-monetary assets to promote radiology, defend occupational interests of its associates, improve speciality-related knowledge and develop the social activities. To acquire these objectives, the SOCIETY shall:
2.1.1. take part on forming and fulfilment of health care policy and of radiation safety policy;
2.1.2. bring educational system on radiology to conformity with the generally acknowledged international requirements, in co-operation with the Ministry of Social Affairs of the Republic of Estonia, Tartu University and other educational institutions;
2.1.3. organise in Estonia or in foreign countries pre- and postgraduate education, on-site training and advanced education for specialists in diagnostic radiology, nuclear medicine and radiotherapy, for this purpose, if necessary, inviting foreign experts to carry out the advanced training in Estonia.
2.1.4. take part in working out of vocational and speciality-related requirements as well as in estimating of qualification of the specialists of diagnostic radiology, nuclear medicine and radiotherapy; provide necessary opinions for licensing in the fields of diagnostic radiology, nuclear medicine and radiotherapy;
2.1.5. give expert evaluations for forming of price policy concerning both diagnostics as well as therapy procedures in the fields of radiology, nuclear medicine and radiotherapy;
2.1.6. originate relationships and communicate with other speciality and vocational associations;
2.1.7. develop and organise social activities.
2.2. The SOCIETY, to acquire its objective as specified by the Articles, has the right to:
2.2.1. use income of the SOCIETY:
2.2.2. acquire in its name property and non-property rights, act as a plaintiff and/or defendant in the court;
2.2.3. merge or divide with other non-profit associations under the conditions prescribed by the Articles;
2.2.4. publish and issue both the publications necessary for the activities of the SOCIETY as well as for advertisement of activities of the SOCIETY;
2.2.5. acquire shares or other securities on its name;
2.2.6. constitute inside the SOCIETY the capitals serving the purpose;
2.2.7. form new legal persons and constitute commissions;
2.2.8. acquire, transfer (alienate) and use by contract buildings, facilities, appliances, means of transport, inventory, raw materials and other properties;
2.2.9. appeal to state institutions, local government administration or law court on purpose to defend rights of the SOCIETY;
2.2.10. get information concerning laws, filling of employment contracts, minimum rate of wages, consumer price indexes and indicators specifying (characterising) material as well as social situation of the employees, and in other matters in connection with activities specified in the Articles of the SOCIETY.
2.3. The SOCIETY has no right to:
2.3.1. distribute its assets or profits between its associates, members of the Management Board or persons in connection with them;
2.3.2. transform itself into a legal person of a different class.
2.4. The SOCIETY shall oblige to direct all its activities to acquire the goal specified in the Articles, pursuant provisions of law and requirements of the Articles.
3. MEMBERS OF SOCIETY, THEIR RIGHTS, OBLIGATIONS AND LIABILITIES
3.1. The SOCIETY shall comprise at least two members.
3.2. Every Estonian or foreign natural person, being a specialist in diagnostic radiology, nuclear medicine, radiotherapy or nuclear medicine, or striving for radiation-related education, who acknowledges and complies with the requirements of the Articles may be a member of the SOCIETY.
3.3. The Management Board shall decide on membership in the SOCIETY on the basis of a written application of an applicant. The application shall be looked through within one month since the day of its arrival.
The day of adoption of the resolution on membership will be considered as the acceptance day into membership of the SOCIETY. From this day on the applicant will come into the rights and obligations of a member of the SOCIETY.
3.4. The member of the SOCIETY may be given a membership card;
3.5. A candidate must pay an entrance fee in joining the SOCIETY, but the founder members are remit from this fee. The general meeting of members will set the amount of the entrance fee.
3.6. Each member of the SOCIETY shall pay a membership fee once a year, on first month of a calendar year. The general meeting of members will set the amount of the fee.
3.7. The Management Board may deny membership to an applicant. The resolution of refusal must be motivated and during three days since its adoption sent to the person, who was denied membership of the SOCIETY. In this case the applicant may demand that the general meeting decides on his or her membership.
3.8. The refusal on membership may be realised, if:
3.8.1. the applicant has been excluded from the same SOCIETY earlier on the reason that he failed to adhere the Articles or had significantly damaged interests and/or reputation of the SOCIETY;
3.8.2. the application of membership is contradictory to the Non-profit Associations Act or the Articles.
3.9. A member shall be excluded from the SOCIETY:
3.9.1. by a resolution of the Management Board, due to failure to adhere the Articles or for significantly damaging the SOCIETY;
3.9.2. in case not paying the membership fee on time or for not paying it at all;
3.9.3. on his or her free will, on the basis of a written application;
3.9.4. upon the death of the natural person who is a member of the SOCIETY;
3.10. A member, who is excluded form the SOCIETY shall be within three days notified in writing of the adoption of a resolution to exclude the member from the SOCIETY and of the reasons therefor.
3.11. Membership in the SOCIETY or exercise of the rights of a member cannot be transferred or bequeathed.
3.12. Every member has rights to:
3.12.1. participate in activities of the SOCIETY and take part in every event organised;
3.12.2. participate in general meetings of the SOCIETY as well as in making resolutions on the matters there discussed;
3.12.3. elect and to be elected in the management and auditing bodies of the SOCIETY;
3.12.4. apply for advanced schooling on preferential conditions;
3.12.5. use the other rights pursuant to the Articles;
3.12.6. examine documents of the Management Board, which do not include business secrets and do not damage the infringement of copyright.
3.13. Every member shall be obliged to:
3.13.1. observe the Articles and resolutions of the Management Board;
3.13.2. follow requirements of professional ethics and preserve dignity of profession;
3.13.3. not damage working- or speciality-related interests of any member of the SOCIETY;
3.13.4. perform the proprietary liabilities for expenses of joint activities.
3.14. Disputes between the SOCIETY and its members or between the members, including the proprietary disputes, shall be settled by the managing bodies of the SOCIETY. In case of not reaching to an agreement the case shall be solved in the court.
4. ORGANISATION AND MANAGEMENT
4.1. The highest body of the SOCIETY is the general meeting of its members (hereinafter the general meeting). The general meeting shall be called as occasion requires, but recommendable at least once a year. General meetings will be regular or extraordinary.
4.2. The Management Board will call the extraordinary general meeting by its own resolution or if at least one-fifth of the members of the SOCIETY so demand in writing indicating the reason. If the Management Board does not call the extraordinary general meeting, the members who demanded the extraordinary general meeting may call the extraordinary general meeting themselves pursuant the same procedure as the Management Board.
4.3. Notice of the general meeting shall be given at least fifteen days in advance. The notice shall indicate the date, place and agenda of the meeting.
4.4. The general meeting has a quorum if more than half of the members are present and the resolution is adopted if over one-half of the members who participate in the meeting vote in favour of the resolution.
4.5. The general meeting shall be called again with the same agenda within one month at latest, if to the general meeting has been arrived less members than required. The new general meeting is competent to adopt resolutions regardless of the number of members participating in the meeting.
4.6. Resolutions of the general meeting will be adopted on open voting by simple majority of votes.
4.7. Each member of the SOCIETY participating in the meeting has one vote on adopting a resolution.
4.8. A resolution on merger, division or dissolution or on amendment of the Articles will be adopted if over two-thirds of the members who participate in or are represented at the meeting will vote in favour. The consent of at least nine-tenth of members of the SOCIETY is required to change the objective specified in the Articles. The consent of members who did not participate in the general meeting where change of the objectives of the SOCIETY had been decided must be presented in writing.
4.9. The general meeting shall be recorded and the minutes shall set out the results of voting and adopted resolutions. The record shall be signed by the chairman and secretary of the meeting. The list of participants in the meeting with their signatures shall be an inseparable part of the minutes.
4.10. A resolution in competence of the general meeting may be adopted without calling the general meeting if all members of the SOCIETY vote in favour of the resolution in writing. To achieve this the Management Board shall send a written draft of the resolution to all the members. The members of the SOCIETY must present their opinions in writing to the Management Board within three days at latest. The results of voting, adopted resolution and the date of its adoption will be notified to the members within ten days since arrival of the last vote. If at least one member will disagree with above named voting procedure or will amend the resolution draft, this then shall be reviewed at the next general meeting.
4.11. Resolutions of the general meeting are obligatory to all members of the SOCIETY, as well as to these who did not participate in the meeting.
4.12. The general meeting shall be competent to:
4.12.1. amend the Articles;
4.12.2. change an objective;
4.12.3. approve the annual report, activity plan and budget;
4.12.4. determine number of members of the Management Board;
4.12.5. elect members of the Management Board until for a term of four years.
To achieve continuity, the Management Board shall be elected as follows:
- in 1998 a president for a four years term, and two members of the board for one year term;
- in 1999 one vice-president and one member of the board shall be elected, both for a three years term;
- the person fulfilling duties of the vice-president will become the president, after each three years henceforward.
On expiration of the term of authority of the Management Board the general meeting shall decide whether the president and vice-president in force will remain to perform their duties during the next term of authority; or the vice-president in force will be elected as president.
Beginning from application of the principle of rotation the same member of the Management Board can not be re-elected for more than two consecutive terms of authority, and one and the same person may perform the duties of a president or vice-president only two consecutive terms as maximum. The vice-president will come president and a new vice-president will be appointed, in case the president is incapable to perform his or her duties until termination of the term of authority. The candidate who will get a majority of votes will counted to be elected;
4.12.6. appoint the number and terms of authority of members of the Radiology Development Council as well as to elect the members, taking into consideration the respective opinion of the Management Board;
4.12.7. elect members of the audit committee and call for an audit;
4.12.8. appoint the rate both of entrance fee and membership fee as well as the order and deadlines of payment;
4.12.9. settle complaints concerning the resolutions on acceptance or exclusion of membership of the SOCIETY;
4.12.10 decide on merger, division and/or dissolution of the SOCIETY;
4.12.11 decide on conclusion of transactions with or assertion of a claim against a member of the Management Board and appoint a representative of the SOCIETY for such a transaction or claim;
4.12.12. solve other important matters concerning activities of the SOCIETY, which by law or the Articles had not been rendered into the competence of other bodies.
4.13. The Management Board directs and represents the SOCIETY.
4.14. The Management Board comprises at least three persons: composed of a president and two members; according to the general meeting in 1999 - a president, a vice-president and a member.
4.15. The meetings of the Management Board shall be held not less frequently than twice in half a year, recommendable one month before the annual meeting.
4.16. The president shall call the meeting of the Management Board.
4.17. The Management Board is competent to adopt resolutions if at least two members of the board are present. Each resolution of the Management Board shall be executed in writing. The Management Board may adopt a resolution without calling a meeting if all members of the Management Board vote in favour of the resolution in writing.
4.18. The Management Board:
4.18.1. directs and represents the SOCIETY, carries out resolutions of the general meeting concerning achievement of the objectives specified in the Articles;
4.18.2. prepares and examines the annual account and activity account, then presents these to the general meeting for approval after at least six month since the end of the financial year. The members of the Management Board will sign the annual account to be presented to the general meeting;
4.18.3. concludes agreements and entries into other transactions in the name of the SOCIETY due to its objectives;
4.18.4. founds the bookkeeping and management of the SOCIETY and maintains the list of its members;
4.18.5. compiles the list of permanent employees and confirms the general conditions of payment of their salaries;
4.18.6. examines candidates for the Radiology Development Council and presents these to the general meeting;
4.18.7. adopts resolutions on other matters outside the competence of the general meeting and concerning activities of the SOCIETY.
4.19. The president, and according to the general meeting of the year 1999 - the vice-president has the right to represent the SOCIETY in all legal acts independently. A common member of the Management Board has this right only jointly with the president or vice-president.
4.20. The members of the Management Board are solidarily liable for damage wrongfully caused to the SOCIETY by violation of the requirements of law or the Articles, or by failure to perform their duties or by failure to perform their duties in the manner required.
The members of the Management Board with the SOCIETY itself are solidarily liable for damage wrongfully caused to the creditors of SOCIETY by failure to perform their duties or by failure to perform their duties in the manner required.
The limitation period for assertion of a claim against a member of the Management Board or of another body is five years from the occurrence of a violation or from the commencement of the violation.
4.22. The Radiology Development Council is an advisory body, the main objective of which is to analyse the problems essential from the view of development of radiology and to make proposals for implementation on this basis both to the Management Board as well as to the general meeting. The members of the Radiology Development Council will elect a chairman. The chairman will call meetings of the Radiology Development Council as occasion requires. Each member of the Council has one vote. The resolutions will be adopted by singular majority of votes.
5. ASSETS AND RESOURCES (FACILITIES) OF SOCIETY
5.1. The assets of the SOCIETY shall be formed from:
5.1.1. entrance and membership fees and from other payments;
5.1.2. property donations, gifts, provision etc. The pecuniary donations and provision may be directed either for specific purposes or without any determined specific purpose;
5.1.3. profits, which may be received from publishing and distribution of publications of the SOCIETY, or educational or other paid enterprises, serving achievement of the objectives specified in the Articles of the SOCIETY;
5.1.4. other incoming necessary for achievement of the objectives specified in the Articles of the SOCIETY.
5.2. The property of the SOCIETY may consist of different assets necessary for achievement of the objectives specified in the Articles of the SOCIETY and not contradictory with law.
5.3. A member of the SOCIETY shall not have a right to the assets of the SOCIETY and the SOCIETY shall not have a right to the assets of the member.
5.4. The SOCIETY shall not bear liabilities for the proprietary obligations of its members and the members shall not bear liabilities for proprietary obligations of the SOCIETY.
5.5. The SOCIETY shall be liable for its proprietary obligations with all its assets.
5.6. If a member of the SOCIETY has been given a membership card, then by his or her wish the entries will be made on the card concerning application of the membership, entrance and membership fees, leave of the SOCIETY and by other cases.
5.7. The general meeting or the Management Board shall decide on insurance of the assets of the SOCIETY unless otherwise prescribed by legal acts of the Republic of Estonia.
6. REPORTING AND ACTIVITY AUDIT
6.1. The Management Board shall organise the accounting of the SOCIETY pursuant to the Accounting Act.
6.2. After the end of a financial year, the Management Board shall prepare both the annual accounts as well as activity report pursuant to the procedure provided by law, and submit the reports to the general meeting within six months after the end of the financial year.
6.3. The activities of the SOCIETY shall be controlled by the audit committee, elected for three years term.
6.4. The audit committee shall elect a chairman from among its members.
6.5. The review shall be conducted at least once a year, promptly after preparation of the annual report. The report shall be presented to the Management Board, who shall present it to the general meeting.
7. MERGER, DIVISION, TERMINATION OF ACTIVITY
7.1. The general meeting shall decide on merger, division or dissolution of the SOCIETY.
7.2. Upon merger, the assets (rights and obligations) of the SOCIETY being acquired transfer to the acquiring SOCIETY.
7.3. Upon distribution, a SOCIETY being divided transfers its assets to the recipient SOCIETIES. Upon distribution, a SOCIETY being divided shall be deemed to be dissolved.
7.4. The SOCIETY is dissolved:
7.4.1. by a resolution of the general meeting. The resolution is adopted if over two-thirds of the members who participate in the general meeting vote in favour;
7.4.2. upon commencement of bankruptcy proceedings against the SOCIETY;
7.4.3. upon a decrease of the number of members of the SOCIETY to below two;
7.4.4. by a court order;
7.4.5. due to the inability of the general meeting to appoint the member of bodies prescribed by the Articles.
7.5. The SOCIETY is liquidated (liquidation proceedings) upon dissolution. The liquidators are the members of the Management Board. In case this is impossible the general meeting will then elect a liquidating committee in the rights and obligations of the Management Board. The liquidators terminate the activities of the SOCIETY, collect debts, sell assets, satisfy the claims of creditors. A person whose membership of the SOCIETY has terminated shall not have a right to the assets of the SOCIETY. The liquidators need not sell assets unless this is necessary for satisfaction of the claims of creditors or for distribution of remaining assets among entitled persons, and the general meeting consents thereto. The liquidators may only enter into transactions that are necessary for liquidation of the SOCIETY. The remaining assets on dissolution shall be transferred to a SOCIETY or a foundation with similar objectives or shall be used in public interests to acquire the objectives specified in the Articles.
The Articles of Association of the Non-profit Organisation Estonian Society of Radiology was approved by the resolution of the general meeting on May 28th, 1998 and was entered in the Non-profit Associations and Foundations Register on September 16th, 1998.
Management Board - president