ARTICLES OF ASSOCIATION OF NON-PROFIT ORGANISATION ESTONIAN OLYMPIC ACADEMY
1. General provisions
1.1. Non-profit organisation Estonian Olympic Academy (abbreviated as EOA) is an association aimed at promoting the Olympic Movement in Estonia.
The EOA's activities are science-based, in conducting its activities the EOA is guided by the Olympic Charter and the Estonian Sport Charter, the laws and regulations of the Republic of Estonia, and these articles of association.
1.2. The EOA is successor of the volunteer association of Estonian Olympic Academy established on April 18, 1989 and of the Estonian Olympic Committee’s permanent structural unit the Estonian Olympic Academy.
1.3. The EOA is not subject to any political, religious or economic pressure that could hinder the observance of the Olympic Charter.
1.4. The EOA is entitled to its emblem (flag, badge, logo).
EOA is located at Tartu City, Estonia.
The tasks of the EOA are:
3.1. to recognize the Olympic spirit as a philosophy of life in Estonia, the relation of sport to culture and education, to create a way of life based on the joy found in will and effort, the educational value of good examples and respect for general ethical principles;
3.2. to put sport in the service of the harmonious development of a person in Estonian society;
3.3 to value the education of the Olympics and implement measures for its spread, emphasizing the spirit of the fair play of sport (Fair Play);
3.4 to take part in the scientific analysis of the preparation of Olympic athletes and to organize scientific conferences and seminars in this regard;
3.5 to contribute to the recognition of the role of sport in education;
3.6 organize the publishing of scientific and popular science publications in the field of Olympic Movement and Olympics;
3.7 to represent Estonia at the International Olympic Academy and to organize the participation of Estonian representatives in the events of the International Olympic Academy and other national Olympic academies;
3.8. to develop international co-operation in order to achieve the goals and tasks of the EOA stated in these articles of association.
4.1. The members of the EOA consist of legal persons and of adult natural persons who are:
4.1.1. Founding members of the EOA;
4.1.2. Active members of the EOA;
4.1.3. The EOA honorary members.
4.2. To join the EOA as an active member, the applicant submits a written application to the EOA Board. The adoption of a new member is decided by the Board of the EOA.
4.3. The active members of the EOA will pay an annual membership fee, the size and payment order of which will be decided by the Plenary Session.
4.4. The rights and obligations of the active member of the EOA are acquired by a person after the Board's positive decision.
4.5. Persons who have rendered great services in introducing the Olympic Movement, developing and implementing the scientific foundations of the Olympic Movement, or linking Olympics to culture and education in Estonia, may be chosen as EOA honorary members. An honorary member is elected by the EOA Plenary Session on the proposal of the Board of the EOA and will receive a respective diploma.
4.6. EOA membership is terminated with the decision of the EOA Plenary Session when a person:
4.6.1. waives the status of EOA on the basis of a written application;
4.6.2. as an active member, does not pay the membership fee between two plenary sessions;
4.6.3. violates the provisions of the EOA articles of association or the Olympic Charter.
5. Rights and obligations of members
5.1. EOA members are entitled to:
5.1.1 participate in the work of the EOA;
5.1.2. be elected to the EOA Board, including as President, as Vice-President, as Secretary-General;
5.1.3 make written proposals to the EOA Board and the EOA Plenary Session on all matters concerning the activities and objectives of the EOA, including changes to the EOA program;
5.1.4 request clarification on the activities of the EOA Board, the execution of the EOA program and the use of funds;
5.1.5 terminate its membership in EOA.
5.2. An EOA member is required to:
5.2.1. comply with the underlying documents referred to in point 1.1.;
5.2.2. act in order to fulfill the EOA's mission and its goals;
5.2.3. as an active member, to pay the annual membership fee.
6.1. The EOA's governing bodies are:
6.1.1. the general meeting of members referred to as the Plenary Session;
6.1.2. the Board.
7. EOA Plenary Session
The EOA’s supreme governing body is the Plenary Session of the EOA, which is held regularly at least once a year. The EOA Plenary Session is convened by the Board. The Plenary Session will discuss the strategic issues related to the objectives of the EOA and address the key organizational and administrative issues.
7.1. The EOA extraordinary Plenary Session will be held at the initiative of the EOA Board, or when requested in writing and reasoned by at least 1/10 of the members of the EOA.
7.2. Plenary Session’s competence:
7.2.1. resolving issues related to the articles of association;
7.2.2. listening and discussing the reports of the President of the EOA and the Board's agenda;
7.2.3. electing for a 4-year period the EOA's President, Vice-President, Secretary-General and Board;
7.2.4. discussing issues related to the core activities of the EOA in the form of an academic discussion and adopting resolutions;
7.2.5. confirming EOA structure;
7.2.6. Making proposals for the financing of EOA activities and approving the Board’s report on the use of funds;
7.2.7. Amending the articles of association of the EOA;
7.2.8. confirming the amount of the membership fee and the payment procedure;
7.2.9. confirming the EOA's emblem, flag and badge.
7.3. The decision of the EOA Plenary Session will be adopted by a simple majority of the members present at the plenary sitting in an open vote (50% + 1 vote).
7.3.1. Each member has one vote;
7.3.2 A member of the EOA, who is also a member of the Board, may not vote in deciding the EOA submitting a claim against him or her.
7.4. The decision of the Plenary Session enters into force at the moment of its adoption.
7.5. EOA members must be informed at least 7 days before the Plenary Session convenes.
8. Amendment of the articles of association
8.1. The decision to amend the articles of association will be taken by the EOA Plenary Session, if more than 2/3 of the members or their representatives have voted in favor of it.
9. The Board
9.1. Between the Plenary Sessions, the activities of the EOA are managed by the Board, which consists of: President, Vice-President, Secretary-General, other members. The number of members of the Board (2 to 11) is decided by the Plenary Session.
9.2. All members of the EOA have the right to submit candidates to the Board. A properly nominated candidate is a person who has given written consent to the application and whose nomination documents have been submitted to the EOA Secretary-General no later than two weeks before the election in the plenary session. Among the candidates who have been duly nominated, the elected President of EOA will select final nominees to the Board and to the position of Vice-President and Secretary-General to be presented to the Plenary Session.
9.3 Among the nominees presented by the President, the Plenary Session will elect a nominee who has received the most votes and who has received more than half of the votes casted in the Plenary Session. If more than half of the votes have not been received by any of the nominees, re-elections will be held, or new nominees will be presented, and elections will be held between them.
9.4. The EOA is represented by the President alone, the Vice President replacing the President by decision of the Board and other members of the Board jointly, including:
9.4.1. the Secretary-General, in legal actions, within the limits of the powers of the Secretary-General;
9.4.2. other persons on the basis of a power of attorney issued within the limits of their competence by the President, the Secretary General or jointly by all other members of the Board;
9.4.3. immovables and movables entered in a register may be disposed of or encumbered by a real right on the basis of a decision of the Board.
9.5 The Board:
9.5.1. Plans the performance of the tasks arising from the objectives of the EOA and conducts ongoing control over the progress of their execution;
9.5.2. Reviews and approves projects drafted by members of the Board with a view to ensuring the realization of the EOA's objectives;
9.5.3. coordinates EOA activities;
9.5.4. organizes forums, seminars and conferences for the implementation of Olympic Movement and Olympic education;
9.5.5. organizes creative competitions for Olympic Movement and Olympic education;
9.5.6. organizes the publication of works;
9.5.7. is responsible for the purposeful and sustainable use of EOA funds;
9.5.8. ensures co-operation with the International Olympic Academy and organizes participation in the events of the International Olympic Academy;
9.5.9. organizes co-operation with other national Olympic academies;
9.5.10. organizes joint activities with official and social organizations in Estonia, which is beneficial for the realization of the goals of the EOA;
9.5.11. prepares and convenes EOA Plenary Session.
9.6. The Board may take decisions if more than half of the members of the Board participate in the Board meeting. As a rule, the Board applies for the adoption of decisions by consensus. The Board may adopt decisions without convening a meeting by organizing voting by mail.
9.7. Meetings of the Board shall be convened by the President or, in his or her absence, by the Vice-President, as appropriate, but not less frequently than once a quarter.
10.1. The President manages the EOA through the Board.
10.2 The President is accountable to the EOA Plenary Session.
10.3 Meetings of the Board shall be convened by the President or, in his or her absence, by the Vice-President, as appropriate, but not less frequently than once a quarter.
10.3 The President ensures cooperation with the International Olympic Academy and organizes co-operation with other Estonian and international organizations to realize the goals of the EOA.
10.4 The President has the right to delegate his or her functions on a temporary or permanent basis to the Vice-President.
The Vice-President's nominee will be nominated by the EOA's President for election to the Plenary Session.
The Vice President shall organize the activities of the Board and participate in the management of the activities of the EOA in accordance with the tasks assigned to it by the President or imposed by the EOA's Plenary Session or by decision of the Board.
12. The Secretary-General
The Secretary-General's nominee will be nominated by the EOA's President for election to the Plenary Session.
The Secretary-General prepares meetings of the Board, ensures the record-keeping of the Plenary Session and Board meetings, requests the necessary materials and reports for the coordination of the EOA's internal and external activities, prepares draft decisions and reports, organizes the EOA's archive. The Secretary-General may be assisted by an employed assistant in the performance of his or her duties.
13. Honorary titles
EOA's honorary titles are honorary member and honorary president.
13.1. The honorary title “honorary member” is given by the Plenary Session on the proposal from the Board, to a natural person who:
13.1.1. has been a member of the EOA or a representative of a legal entity who is a member of the EOA for at least 10 years, has made an important contribution to the development of the Olympic- and sport movement through his current activities and has exceeded the age of 65 years; or
13.1.2. has shown particular merit in the development of the Olympic- and sport movement; or
13.1.3. has become an Olympic champion.
13.2. The acquirer of the title “honorary member” does have to be a member of the EOA. The holder of the honorary title, who is not a member of the EOA, is not subject to the rights and obligations of members stated in these articles of association.
13.3 The honorary title “honorary president” is given by the Plenary Session on the proposal from the Board, to a natural person who:
13.3.1. has been elected president of the EOA and is not a member of the Board.
13.4. Honorary title is given to natural person for life.
14. Financing the activities of the EOA
EOA activities are funded by the Estonian Olympic Committee and supporters and sponsors. In addition, EOA uses to cover its operating costs:
14.1. donations from citizens and organizations and targeted funding;
14.2. proceeds from the sale of EOA publications and member fees.
15. Settlement of disputes
Disputes concerning the interpretation of these articles of association shall be resolved in accordance with the laws and other legal acts in force in Estonia. If there is a conflict between the articles of association and the provisions of the Olympic Charter in matters concerning the Olympic Movement, the Olympic Charter is applied.
16. Termination of activity
The EOA will be terminated by EOA Plenary Session if 2/3 of EOA members vote for this resolution.
After the satisfaction or securing of all claims of creditors and the deposition of funds of known creditors who did not submit a claim, the remaining will be transferred to a non-profit association registered in the list of non-profit associations and foundations or to a legal person governed by public law.