Statues

FOUNDATION
CAROLIN ILLENZEER FUND
STATUTES

1. General provisions
1.1. The patron of the foundation CAROLIN ILLENZEER FUND is the president of the Republic of Estonia.
1.2. The foundation CAROLIN ILLENZEER FUND (hereinafter the Fund) is a private entity, established in accordance with the laws of the Republic of Estonia to administer and use assets in order to achieve its statutory objectives.
1.3. The name of Fund in English is “Foundation CAROLIN ILLENZEER FUND”.
1.4. The Fund is seated in Tallinn, Raua 36/Vilmsi 5, postal code 10152.
1.5. With consideration, good will, tradition and opportunities in mind, the aim of the Fund is to collect financial resources to cover the educational and other expenses of children of the members of the Estonian Defence Forces who have been killed or severely injured in the line of duty.
1.6. The main activity of the Fund is the targeted collection and sharing of financial and social assistance resources in order to achieve its statutory objectives.
1.7. The Fund operates in accordance with the laws in force in Estonia, the resulting legislation and its statutes, and the principles of good corporate governance.
1.8. The Fund has no members.
2. Statutes of the Fund
2.1. The Fund operates under its statutes, which set out its operational procedures and the objectives and principles of its activities.
2.2. The statutes of the Fund have been approved by the memorandum of association.
2.3. The statutes of the Fund may be amended by the founders. The founder may amend the statutes to take account of changed circumstances, by following the objective of the Fund.
3. Assets of the Fund
3.1. The assets of the Fund comprise:
3.1.1. The contributions of the founders;
3.1.2. The future allocations and property donations of the founders (hereinafter collectively referred to as donations);
3.1.3. The financial allocations and property donations of other persons (hereinafter collectively referred to as donations), including the assets and funds received under a will;
3.1.4. The economic activity supporting the achievement of the statutory objectives of the Fund, including income from the investment of the assets of the Fund;
3.1.5. Other receipts and income permitted by law.
3.2. The Fund may own any assets that can be used to achieve the statutory objectives of the Fund and the acquisition of which is not contrary to law.
3.3. Property donations can be targeted or unspecified. Targeted donations are used according to the donor’s wish if it does not conflict with statutes of the Fund or the law. The Fund may refuse to accept the property donation if its intended purpose is not in accordance with the Fund’s objectives.
3.4. Financial resources allocated to or otherwise legally received by the Fund will be transferred to the Fund’s bank account according to the instructions of the donor or other transaction. By mutual consent, the Fund may enter into an agreement on the transfer of the donation with the donor which states the conditions for the transfer of the donation.
3.5. In-kind donations will be documented in an agreement or through some other transaction agreed between the donor and the Fund and permitted by law. An in-kind donation will be documented in an instrument of transfer between the donor and the Management Board of the Fund.
3.6. The Management Board of the Fund will keep a register of the donations transferred to the Fund, in which the value of each donation will be recorded at the time of transfer of the donation.
3.7. The Fund will allocate the money and property received by way of donations in an economically effective way and on the basis of a risk analysis performed by the Management Board and agreed with the Supervisory Board.
3.8. The assets of the Fund may be used in accordance with the procedures laid down in the statutes and only for the business objectives and operating costs of the Fund. The Fund may not be a guarantor or take on any other financial obligations which are not in accordance with its business objectives.
3.9. Legal entities and private individuals who have made donations to the Fund will be recognised according to the procedure and manner determined by the Management Board. At the request of the donor, the Management Board will inform him or her of how the donation has been used, taking into account the donor’s wishes when using the donation.
3.10. The Fund is responsible for its financial obligations with the assets belonging to it.
3.11. When the Fund is wound up, the existing assets will be used to:
3.11.1. fulfil the obligations of the Fund to creditors,
3.11.2. make targeted allocations in accordance with the Fund’s objectives,
3.11.3. cover the costs of winding up,
3.11.4. the remaining assets will be transferred to another foundation with similar objectives or to the state for use in accordance with objectives as similar to those of the Fund as possible.
4. Management of the Fund
4.1 Bodies of the Fund.
4.1.1. The bodies of the Fund are the Management Board and the Supervisory Board.
4.2. The Management Board.
4.2.1. The Management Board is a body which manages and represents the Fund. The Management Board is composed of one to three (1–3) members whose term of office is three (3) years.
4.2.2. Upon the establishment of the Fund, the members of the Management Board and their number will be determined by the memorandum of association; after the establishment, the number of the members of the Management Board (within the limits laid down in the statutes), changes in the composition, recalling the members of the Management Board and the election of new members will be decided by the Supervisory Board of the Fund. The Supervisory Board may recall a member of the Management Board at any time, regardless of the reason. The rights and obligations under the agreement with the member of the Management Board will cease in accordance with the agreement.
4.2.3. If the Management Board has more than two members, they will elect a chairman from among themselves, who will organise the activities of the Management Board.
4.2.4. The meetings of the Management Board will be held when necessary, but not less frequently than once a quarter. A meeting of the Management Board will be called if it is demanded by a member of the Management Board, the Supervisory Board or an auditor. The meeting will be called by the Chairman of the Management Board or a member of the Management Board substituting for the Chairman. If the Management Board of the Fund has only one member, the meeting of the Management Board will be replaced with a written resolution of the member of the Management Board.
4.2.5. A meeting of the Management Board will have a quorum if more than half of the members of the Management Board are present. Each member of the Management Board will have one vote. A member of the Management Board may not abstain from voting or remain undecided, except with respect to matters relating to the member of the Management Board (conflict of interest).
4.2.6. A resolution of the Management Board will be adopted if more than half of the members of the Management Board vote in favour.
4.2.7. Minutes will be taken of the meetings of the Management Board. The minutes will be signed by all the members of the Management Board who participate in the meeting. The dissenting opinion of a member of the Management Board will be recorded in the minutes and confirmed with his or her signature. If the Management Board of the Fund has only one (1) member, the resolution of the Management Board will be documented.
4.2.8. For the purposes of openness and transparency of the activities of the Fund, as well as promotion of donations to the Fund, the Management Board will, in coordination with the Supervisory Board, inform the public about the objectives and activities of the Fund and also about the major donors and donations if it is not contrary to the will of the donor.
4.2.9. The Management Board is competent to:
4.2.9.1. draw up a single budget for the resources and assets allocated to the Fund and, as parts of this budget, separate budgets for the resources provided for the beneficiaries as grants or scholarships, and submit them to the Supervisory Board for approval. The beneficiaries are the persons referred to in section 1.4. of the statutes, and a person who needs educational or other kind of support will be considered a beneficiary on the basis of his or her own request or the request of a family member (parent, adoptive parent, etc.) and under the resolution of the Supervisory Board of the Fund;
4.2.9.2. decide on the targeted use of the Fund’s assets according to the statutes and the resolution of the Supervisory Board to achieve the objectives of the Fund, cover the operating costs of the Fund and fulfil other obligations under the statutes;
4.2.9.3. organise the employment and remuneration of paid workers, as well as the remuneration of the members of the Management Board in accordance with the resolution of the Supervisory Board;
4.2.9.4. submit to the Supervisory Board a proposal for the appointment of an auditor and, if necessary, organise remuneration for the auditor from the Fund’s resources in accordance with the procedure for auditor’s remuneration established by the Supervisory Board.
4.2.10. In the cases provided for in the statutes, the consent of the Supervisory Board is required for the Management Board for concluding transactions.
4.2.11. Each member of the Management Board will have the right to represent the Fund in all legal acts on the basis of a mandate previously received from the Supervisory Board. If acts are performed within the scope of everyday economic activities of the Fund, the prior approval of the Supervisory Board is not required.
4.2.12. In managing the Fund, the Management Board will adhere to the lawful orders of the Supervisory Board. The Fund complies with the lawful orders of the Board. The Management Board will present an overview of the economic activities and economic situation of the Fund to the Supervisory Board at least once in every two (2) months and will immediately give notice of any material deterioration in the economic situation of the Fund or any other material circumstances related to the economic activities of Fund. The Management Board will prepare and submit reports required for the performance of the statutory obligation.
4.2.13. The members of the Management Board are severally liable for the damage caused to the Fund as a result of the non-performance or inadequate performance of its obligations.
4.2.14. The payment of remuneration to the members of the Management Board, and the amount and procedure of such remuneration will be determined by the Supervisory Board.
4.3. The Supervisory Board.
4.3.1. The Supervisory Board is a body which plans the activities of the Fund, organises the management of the Fund and supervises the activities of the Fund.
4.3.2. The Supervisory Board has three to five (3–5) members. In order to elect a member of the Supervisory Board, his or her written consent is required. The members of the Supervisory Board will elect a chairman from among the candidate members nominated by OSMTH. The chairman of the Management Board will organise the activities of the Supervisory Board.
The members of the Supervisory Board will be elected for a term of three 3) years.
4.3.3. The founders will have the right to make changes in the composition of the members of the Supervisory Board and decide on the recall of the members of the Supervisory Board. The founders may recall a member of the Supervisory Board at any time, regardless of the reason. The term of office of the recalled member of the Supervisory Board will last until the end of the term of office of other members of the Supervisory Board.
4.3.4. A member of the Supervisory Board may not be a member of the Management Board, an auditor, a person with equivalent economic interest or a bankrupt.
4.3.5. The meetings of the Supervisory Board will be held when necessary, but not less frequently than once a quarter. A meeting of the Supervisory Board will be called if it is demanded by a member of the Supervisory Board, the Management Board or an auditor. The meeting will be called by the Chairman of the Supervisory Board or a member of the Supervisory Board substituting for the Chairman.
4.3.6. A meeting of the Supervisory Board will have a quorum if more than half of the members of the Supervisory Board are present.
4.3.7. Each member of the Supervisory Board will have one (1) vote. A member of the Supervisory Board may not abstain from voting or remain undecided, except with respect to matters relating to the member of the Supervisory Board. A resolution of the Supervisory Board will be adopted if more than half of the members of the Supervisory Board vote in favour. The chairman of the Supervisory Board will have the deciding vote upon an equal division of votes.
4.3.8. Minutes will be taken of the meetings of the Supervisory Board. The minutes will be signed by all the members of the Supervisory Board who participate in the meeting. The dissenting opinion of a member of the Supervisory Board will be recorded in the minutes and confirmed with his or her signature. The minutes of the meeting of the Supervisory Board will be sent electronically to members who did not participate in the meeting within five (5) days after the date of the meeting.
4.3.9. The Supervisory Board will decide on:
4.3.9.1. The number of members of the Management Board of the Fund within the limits laid down in the statutes, the recall of the members of the Management Board and the election of new members;
4.3.9.2. The appointment of an auditor and, if necessary, the procedure for auditor’s remuneration, as well as the term of office and recall of the auditor;
4.3.9.3. The approval of the annual report of the Fund;
4.3.9.4. The approval of a single budget for the resources and assets allocated to the Fund and, as parts of this budget, separate budgets for the support fund and payment of grants to the beneficiaries;
4.3.9.5. Granting consent to the Management Board for the employment of paid workers;
4.3.9.6. Granting consent to the Management for the following transactions and legal acts:
– Transactions concerning the receipt of high-value in-kind donations (over 500 euros) made to the Fund;
– Refusal to accept high-value in-kind donations (over 500 euros) made to the Fund;
– Transactions and legal acts for which the Management Board requests that a decision be made by the Supervisory Board.
4.3.9.7. Granting consent to the Management Board for the following transactions performed beyond the scope of everyday economic activities:
– Transactions involving the acquisition or transfer of a holding;
– Transactions in real estate and registered movables;
– Loan and deposit transactions.
4.3.9.8. Other issues that will be decided on the basis of the statues, the decision of the founder or the law.
4.3.10. For the performance of its duties, the Supervisory Board will have the right to examine the documents of the Fund, verify the accuracy of accounting and availability of assets and resources, as well as the Fund’s compliance with the law and statutes. The Supervisory Board will also have the right to obtain information about the activities of the Fund and require the activities report and balance sheet from the Management Board.
4.3.11. The members of the Supervisory Board are severally liable for the damage caused to the Fund as a result of the non-performance or inadequate performance of its obligations.
4.3.12. The members of the Supervisory Board will not be paid for their duties.
5. Accounting, reporting, review and approval of the annual report
5.1. The financial year of the Fund is the calendar year.
5.2. Accounting.
5.2.1. The Management Board will organise the accounting of the Fund in accordance with the Accounting Act. The accounting of the Fund must ensure accurate information concerning the activities and financial situation of the Fund.
5.3. Auditor.
5.3.1. The results of the activities of the Fund and the accuracy of reports will be reviewed and evaluated by an auditor. The auditor will be appointed by the Supervisory Board, which will also determine his or her term of office and procedure for remuneration. In order to appoint an auditor, his or her written consent is required.
5.3.2. The auditor may be recalled before the expiry of his or her term of office, if the Supervisory Board finds that the auditor has not properly performed his or her duties.
5.3.3. The Management Board will submit the name of the auditor to the register of the foundation. If the existing auditor is replaced by a new one, the Management Board will submit the name of the new auditor to the register five (5) days.
5.4. Annual Report.
5.4.1. After the end of the financial year, the Management Board will prepare the annual report and the activities report and submit them to the Supervisory Board for approval within four (4) months after the end of the financial year. Before submitting the reports to the Supervisory Board for approval, the Management Board will submit the reports to the auditor for review.
5.4.2. The approved annual report will be signed and dated by all the members of the Management Board and the Supervisory Board of the Fund.
5.4.3. The Management Board will submit the approved annual report to the register of non-profit associations and foundations within six (6) months after the end of the financial year.
6. Winding up of the foundation.
6.1. The Fund will be wound up:
6.1.1. By the decision of the founders;
6.1.2. On another basis provided by law or under the statutes.
6.2. If the Fund is wound up, it will be liquidated. The members of the Management Board will act as the liquidators of the Fund, unless the founder has decided otherwise.
6.3. The Management Board will submit an application for entry of the liquidators in the register.
6.4. The liquidators will wind up the Fund, collect debts, sell the assets, satisfy the claims of creditors and distribute the remaining assets in accordance with the statutes.
6.5. After the liquidation, the liquidators will submit an application for removal of the Fund from the register.
The statutes have been approved by the memorandum of association of the founders of the Carolin Illenzeer Fund on 25 February 2011.