APPROVED

by the Minister of Culture on 25.08.2010

by directive no. 303

 

1.1. The Integration and Migration Foundation Our People (hereinafter the Foundation) is a legal person under private law who has been registered in the Non-profit Associations and Foundations Register and created for the administration and use of assets for the fulfilment of its objectives under the Articles of Association.

 

1.2. The name of the Foundation in Estonian is Integratsiooni ja Migratsiooni Sihtasutus Meie Inimesed.

 

1.3. The founder of the Foundation shall be the Republic of Estonia in whose name the rights of the founder shall be exercised by the Ministry of Culture.

 

1.4. The Foundation shall be located in Tallinn, the Republic of Estonia.

 

1.5. The Foundation has been created for administration and use of assets for the following objectives:

1.5.1. instigating and supporting activities designed to achieve the integration of Estonian society among Estonians and non-Estonians;

1.5.2. instigating and supporting activities associated with migration and immigration.

1.5.3. adaptation of non-Estonians into the cultural space of Estonia and their inclusion in active social life;

1.5.4. the Foundation shall have the right to distribute support for specific purposes and allocate grants.

 

1.6. The Foundation has been established for an unspecified term.

 

1.7. In order to complete its activities stipulated in Articles of Association, the Foundation shall:

1.7.1. collects, mediates, publishes and distributes information related to integration, migration and asylum and maintains databases of such information;

1.7.2. prepares and commissions the initial studies required for the fulfilment of objectives and organises meetings, conferences, seminars and other events for the mediation and distribution of information related to integration, migration and asylum and to determine the interests of Estonia’s residents;

1.7.3. organise the preparation and publication of supplementary, study and information materials, issue publications and offer training and in-service training services for and without charge;

1.7.4. develops education, research, development, youth and other projects related to integration, migration and asylum and coordinates and advises on their implementation;

1.7.5. provides migration support to returnees and returning migrants and advises them in applying for such support and on other migration-related matters;

1.7.6. assists and consults agencies associated with education, research, development, youth and other activities related to integration, migration and asylum on preparations for participation in programmes and projects and on the implementation of projects;

1.7.7. participate in local and international cooperation programmes and projects together with other institutions both at home and abroad;

1.7.8. coordinate and implement the programmes approved by the Government of the Republic and ministries;

1.7.9. may engage in economic activities within the extent prescribed by the laws of the Republic of Estonia;

1.7.10. organise and realise other activities that support the achievement of its objectives and conclude transactions aimed at contributing to the fulfilment of the objectives of the Foundation.

1.7.11. distributes targeted support and allocates grants.

 

1.8. Membership of the governing body of the foundation is not open to individuals:

1.8.1. whose wrongful activity or inactivity has led to the individual being declared bankrupt;

1.8.2. whose wrongful activity or inactivity has led to the operating licence of a legal entity being revoked;

1.8.3. who have been prohibited from doing business;

1.8.4. whose wrongful activity or inactivity has led to a legal entity incurring damages;

1.8.5. who has been punished for financial or professional misconduct or a criminal offence against property; and

1.8.6. who has significant business interests in the legal entity governed by public law, represented, inter alia, by a significant stake in the legal entity in the meaning of § 9 of the Securities Market Act or membership of the governing body of an incorporated entity that is a key seller or buyer of goods to or from the legal entity governed by public law, a provider of services to the legal entity or a client of the legal entity.

 

1.9. The restrictions set out in points 1.8.1–1.8.4 of the Articles of Association remain in force for five years after bankruptcy has been declared, an operating licence has been revoked, a ban on doing business has expired or damages have been compensated. The restriction set out in point 1.8.5 of the Articles of Association does not extend to individuals whose judicial records have been deleted from the judicial register.

 

 

 

2.1. The Foundation shall be directed and represented by the management board, which consists of one to three members.

 

2.2. A member of the management board shall be a natural person with active legal capacity.

 

2.3. A member of the supervisory board or a bankrupt may not be a member of the management board.

 

2.4. The number, membership, amendment of the membership of the management board and the removal of members of the management board shall be resolved by the supervisory board. The supervisory board shall appoint the management board for a term of three years.

 

2.5. If the management board consists of more than two members, the members of the management board shall appoint a chairman from among themselves who shall arrange the activities of the management board.

 

2.6. The supervisory board may remove a member of the management board at any time regardless of the reason. The rights and obligations arising from the contract concluded with a member of the management board shall extinguish pursuant to the contract.

 

2.7. The management board shall observe the resolutions and orders of the supervisory board of the Foundation. Transactions which are beyond the scope of everyday economic activities may only be concluded by the management board with the consent of the supervisory board.

 

2.8. A member of the management board may not transfer the fulfilment of its obligations to a third person, unless this is demanded by the resolution of the supervisory board.

 

2.9. The management board shall give the members of the supervisory board the necessary information on management and, at the members’ request, present a respective report.

 

2.10. The management board shall report to the supervisory board and present to the supervisory board a written overview of the economic activities and economic situation of the private Foundation at least once every three months and shall immediately give notice of any material deterioration of the economic condition of the Foundation or any other material circumstances related to the economic activities of the Foundation.

 

2.11. The remuneration payable to the members of the management board and the procedure for payment shall be determined by the supervisory board. The members of the management board who have caused damages to the Foundation by violation of their obligation shall be solidarily liable for the damage caused by the violation.

 

2.12. Remuneration may only be paid to a member of the Management Board on the basis of the agreement entered into with them upon becoming a member of the Management Board. If a member of the Management Board fulfils duties required by the foundation in addition to those of a member of the Management Board of the foundation, remuneration may only be paid for these if provided for in the agreement entered into with the member of the Management Board.

 

2.13. Additional remuneration may be paid to a member of the Management Board in accordance with the results of their work. The amount of additional remuneration must be justified, wherein the fulfilment of the objectives set for the foundation must be taken into account. The amount of additional remuneration paid in the course of one financial year must not exceed the amount equal to four months’ average remuneration for the member of the Management Board during the previous financial year.

 

2.14. Compensation for termination may only be paid to a member of the Management Board if they are recalled on the initiative of the Supervisory Board prior to their term of office expiring. The compensation for termination paid may be equivalent to up to three months’ remuneration effective at the time of recalling the member of the Management Board.

 

 

 

3.1. The supervisory board shall plan the activities of the Foundation, organise the management of the Foundation and supervise its activities.

 

3.2. The Supervisory Board shall comprise up to thirteen members, who shall be appointed by the founder for a term of three years. Decisions on changes to the membership of the Supervisory Board and on recalling members of the Supervisory Board shall be made by the founder. Determination of the number of members of the Supervisory Board should be based on the objectives of the foundation, its volume of assets, its financial position and the need to ensure the effective fulfilment of the tasks of the Supervisory Board in planning and organising the activities of the foundation and supervising the activities of the Management Board.

 

3.3. The Executive Board requires the consent of the Supervisory Board for transactions that exceed the limits of regular economic activities, while taking a loan and entry into capital lease contracts is only permitted with the unanimous resolution of all the members of the Supervisory Board.

 

3.4. In order to fulfil its tasks, the supervisory board has the right to examine all documents of the Foundation and to audit the accuracy of accounting, the existence of assets and the conformity of the activities of the Foundation with the law and the Articles of Association.

 

3.5. The supervisory board shall have the right to obtain information concerning the activities of the Foundation from the management board and to demand an activity report and preparation of a balance sheet from the management board.

 

3.6. The supervisory board shall have all the rights stipulated by law.

 

3.7. The supervisory board shall be competent to:

3.7.1. approval of the annual report and annual balance sheet of the Foundation;

3.7.2. approval of the action plan and budget for the following year by the beginning of the financial year;

3.7.3. approval of the paid staff of the foundation, its structure and the salary fund;

3.7.4. approval of the procedure for use and disposal of the funds of the Foundation;

3.7.5. determination of the number of auditors and appointment and removal of auditors;

3.7.6. establishing the working procedure of the Supervisory Board.

 

3.8. The members of the supervisory board of the Foundation shall elect a chairman and vice chairman from amongst themselves. The chairman of the supervisory board shall:

3.8.1. organise the activities of the supervisory board;

3.8.2. make proposals to the founder about the appointment and removal of members of the supervisory board of the Foundation;

3.8.3. inform the founder about the activities of the Foundation pursuant to the procedure provided for by law;

3.8.4. make proposals to the founder about the payment of remuneration to the members of the supervisory board of the Foundation pursuant to the regulation of the Minister of Finance.

 

3.9. Members of supervisory board:

3.9.1. shall be natural persons with active legal capacity who meet the other requirements provided for by law;

3.9.2. may be remunerated pursuant to their tasks and the economic situation of the Foundation;

3.9.3. shall liable for the damage caused to the Foundation by the violation of their obligations pursuant to the procedure provided for by law;

3.9.4. shall be released from liability to the Foundation if they maintained a dissenting opinion on the adoption of the resolution which was the basis for the illegal activity, and the dissenting opinion is recorded in the minutes.

 

3.9¹. Membership of the Supervisory Board of the foundation is not open to:

3.9¹.1. sole proprietors engaged in the same economic activity as the foundation who are not co-founders of the foundation;

3.9¹.2. shareholders in general partnerships or general partners in limited partnerships engaged in the same economic activity as the foundation and who are not co-founders of the foundation personally or in terms of the general or limited partnerships in which they are shareholders;

3.9¹.3. individuals whose share of ownership or stocks represent at least 1/10^th of the share or stock capital of an incorporated entity engaged in the same economic activity as the foundation and who are not co-founders of the foundation personally or in terms of the incorporated entity in which they are a stake or shareholder; and

3.9¹.4. members of the governing bodies of incorporated entities operating in the same area of activity as the foundation, with the exception of incorporated entities in which the state holds a stake, incorporated entities belonging to the same group as such an incorporated entity or incorporated entities which are co-founders of the foundation.

 

 

3.10. Meetings of the supervisory board shall be held when necessary but not less frequently than once every quarter. Meetings shall be called and they shall be chaired by the chairman or the vice chairman of the supervisory board.

 

3.11. A meeting of the supervisory board shall be called, if this is demanded by a member of the supervisory board, the management board or an auditor.

 

3.12. A meeting of the supervisory board has a quorum if more than one-half of the members of the supervisory board participate.

 

3.13. Minutes shall be taken of every meeting of the Supervisory Board. The minutes must note the decisions taken by the Supervisory Board, and transcripts must be made available to all of the members of the Supervisory Board. All of the members of the Supervisory Board in attendance shall sign the minutes of a meeting. The minutes shall record differences of opinion between members of the Supervisory Board, which they shall confirm with their signatures. The Supervisory Board must observe the requirements established by the Minster of Finance on the basis of § 88 sub-section 3 of the State Assets Act regarding the recording of minutes of meetings of the Supervisory Boards of foundations established by the state and the information to be recorded in the minutes at such meetings, as well as those regarding the submission of the information listed in § 84 sub-section 2 points 1 and 2 of the State Assets Act, if these requirements have been imposed.

 

3.14. Resolutions of the supervisory board shall be adopted by simple majority.

 

3.15. Each member of the supervisory board shall have one vote. A member of the supervisory board shall not be entitled to refuse to vote or to remain undecided.

 

3.16. The chairman of the supervisory board shall have the deciding vote upon an equal division of votes.

 

3.17. The supervisory board shall have the right to adopt resolutions without calling a meeting if all members of the supervisory board vote in favour of the resolution in writing.

 

3.18. A member of the supervisory board shall not participate in voting if approval of the conclusion of a transaction between the member and the Foundation is being decided, or if approval of the entry into a contract between a third person and the Foundation is being decided if the interests of the member of the supervisory board arising from such transaction are in conflict with the interests of the Foundation.

 

3.19. The remuneration to be paid to members of the Supervisory Board of the foundation shall be determined by the individual upon whom founder’s rights have been bestowed. The remuneration paid shall be equal for all members of the Supervisory Board, unless otherwise required by law. Larger remuneration may be paid to the chairman of the Supervisory Board. Additional remuneration may be paid to members of the Supervisory Board if they are members of the audit committee named in the Authorised Public Accountants Act or involved in the activities of a body of another Supervisory Board. Participation in meetings of the Supervisory Board and in the activities of the body of the Supervisory Board shall be taken into account when paying remuneration to members of the Supervisory Board.

 

3.19¹. Members of the Supervisory Board shall not be entitled to compensation for termination upon being recalled. In the event of the non-fulfilment of the obligations set out in § 84 sub-section 2 points 1 or 2, the individual or body who determined the amount of remuneration may, in accordance with the procedure established by the regulation of the Minister of Finance, decide to terminate payment of remuneration to the chairman of the Supervisory Board or to reduce the amount of the remuneration in proportion to the period during which the obligation(s) in question were not fulfilled.

 

3.19². On the basis of Government of the Republic Act § 4 sub-section 3, § 52¹ sub-section 6, § 79 sub-section 4 and § 83 sub-section 6, remuneration for members of Supervisory Boards is not paid to ministers, assistant ministers, state secretaries or county governors.

 

 

 

4.1. The assets of the Foundation shall consist of the money transferred to the Foundation by the founder, other donations and allocations intended for specific purposes and the income received from the economic activities of the Foundation.

 

4.2. The assets shall be used for achievement of the objectives of the Foundation under the Articles of Association. The assets shall be disposed of by the management board pursuant to the procedure and in the extent established by the supervisory board.

 

4.3. The income of the Foundation may be used only to achieve the objectives specified in the Articles of Association.

 

4.4. The money transferred to the Foundation upon its establishment may be used on behalf of the Foundation after registration of the Foundation.

 

4.5. Transfer of assets to the Foundation shall be done pursuant to the procedure established by the supervisory board. The Foundation may not accept assets that do not coincide with its objectives or which are in conflict with good practice.

 

4.6. The provisions of § 33 of the State Assets Act shall apply to the use and disposal of assets transferred to the Foundation by the state free of charge or at a price lower than their usual value for the fulfilment of its duties as set out in its legal act or articles of association.

 

4.7. Monetary funds that have been transferred to the Foundation shall be transferred to the bank account of the Foundation. The management board of the Foundation shall confirm the transfer of money and other assets with its signature.

 

4.8. Donations made for a specific purpose may be used only for the objective indicated by the donor.

 

4.9. Starting from 1 January 2011 the foundation’s settlements shall be conducted via the State Treasury.

 

 

 

5.1. The financial year of the Foundation shall begin on 1 January and end on 31 December.

 

5.2. After the end of a financial year, the management board shall prepare the annual accounts and activity report pursuant to procedure provided by law.

 

5.3. The management board shall submit the reports for approval to the supervisory board not later than four months after the end of the financial year Before submission of the reports for approval to the supervisory board, the management board shall forward the reports to the auditor for audit

 

5.4. Approved annual reports shall be signed by all members of the management board.

 

5.5. The management board shall submit approved annual reports to the register within six months after the end of a financial year.

 

5.5¹. The foundation undertakes to submit an audited and approved copy of its annual report to the Ministry of Finance and National Audit Office within four months of the end of the financial year. An overview of how the Supervisory Board organised, managed and supervised the activities of the foundation during the reporting period and details of the amount of remuneration paid to members of the Management and Supervisory Boards during the financial year shall be submitted with the report.

 

5.6. The Foundation shall have an auditor. Persons to whom the right to be an auditor is granted pursuant to law may be auditors. Members of the management board or supervisory board or employees of the Foundation, or persons with an equivalent economic interest shall not be auditors.

 

5.7. The number of auditors shall be specified and auditors shall be appointed by the supervisory board, which shall also specify the procedure for remuneration of auditors. An auditor or auditors shall be appointed for one year of activities. The supervisory board may remove the auditor at any time regardless of the reason.

 

5.8. An auditor may be appointed to conduct a single audit or for a specified term.

 

5.9. The foundation is obliged to ensure the efficient operating of its internal audit system and create the position of internal auditor or outsource internal auditor services from a firm of auditors if, as of the balance sheet date of the reporting year, the balance sheet total of the foundation is greater than two million euros or revenue for the financial year was greater than two million euros.

5.10. The foundation has the right not to create the position of internal auditor or outsource internal auditor services from a firm of auditors if the Supervisory Board feels that this would be more efficient financially. Such a decision of the Supervisory Board must be approved by the individual within the foundation upon whom founder’s rights have been bestowed.

 

5.11. The individual upon whom founder’s rights have been bestowed has the right to request that a special audit be conducted and to employ a structural unit of the agency of which they are the head for this purpose.

 

6.1. The sole right to amend the Articles of Association shall be with the founder on the bases and pursuant to the procedure provided for in law.

 

6.2. The amendment of Articles of Association shall be effective as of the entry of the amendment in the register.

 

 

7.1. The Foundation shall be dissolved by a resolution of the founder or in the cases provided for by law. The Foundation shall be liquidated upon dissolution unless otherwise provided for by law.

 

7.2. The liquidators of the Foundation shall be appointed by the supervisory board with a resolution.

 

7.3. Compulsory dissolution of the Foundation may be applied in cases provided for by law. In the case of compulsory dissolution, the liquidators shall be appointed by the court.

 

7.4. The liquidators shall terminate the activities of the Foundation, collect debts, sell the assets, satisfy the claim of creditors and the assets remaining after satisfaction of the claims of creditors shall be transferred to a foundation or non-profit association who seek to fulfil the same objectives.

 

7.5. The liquidators may only enter into transactions which are necessary for liquidation of the Foundation.

 

7.6. After the completion of liquidation, the liquidators shall submit an application for deletion of the foundation from the Non-profit Associations and Foundations Register.

 

7.7. The liquidators shall deposit the documents with a liquidator or an archives.

 

7.8. With a resolution of the founder, the Foundation may merge with another foundation or divide pursuant to the procedure provided for by law, proceeding from changed circumstances and considering the objectives of the Foundation.