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Articles of association

1. GENERAL PROVISIONS

1.1 The name of the foundation shall be Sihtasutus Tallinna Hambakliinik (hereinafter foundation).

1.2 The seat of the foundation shall be Tallinn, Republic of Estonia.

2. PURPOSE

2.1 The main purpose of the foundation shall be the provision of high-level stomatological care and prevention of oral and dental diseases.

3. SUPERVISORY BOARD 

3.1 The supervisory board shall plan the activities of the foundation, organise the management of the foundation, supervise the activities of the management board, and ensure compliance of the activities of the foundation with the legislation of the State and the city of Tallinn as well as with the articles of association. In addition to the other tasks specified in the law and the articles of association, the supervisory board shall:

3.1.1 approve the development documents of the foundation;

3.1.2 by the end of the first quarter of the financial year, approve the operational objectives, performance metrics, work plan and budget of the foundation for the coming year;

3.1.3 analyse and evaluate the activities of the foundation, including verify the implementation of the budget and the targeted use of budgetary funds;

3.1.4 approve the investment plan of the foundation and amendments thereto;

3.1.5 approve the structure of the foundation and amendments thereto;

3.1.6 approve the procedure for the use and disposal of the assets of the foundation
3.1.7 establish the work procedure of the foundation based on the principles approved by Tallinn City Government;

3.1.8 organise the verification of the legality of the transactions of the foundation and the internal audit activities;

3.1.9 give consent to the management board for the foundation or dissolution of a legal entity or for participation in another legal entity or for making a transaction with a holding and shall transmit the resolution to Tallinn City Government for approval;

3.1.10 give consent to the management board for the acquisition or transfer of an enterprise or for termination of its activities and shall transmit the resolution to Tallinn City Government for approval;

3.1.11 give consent to the management board for assuming a loan or overdraft and shall transmit the resolution to Tallinn City Government for approval;

3.1.12 give consent to the management board for granting a loan and shall transmit the resolution to Tallinn City Government for approval;

3.1.13 give consent to the management board for the transfer or encumbrance of an immovable and shall obtain the approval of Tallinn City Government for the procedure and terms and conditions of the transfer or encumbrance. Obtaining the approval of Tallinn City Government for the establishment of servitude to enforce the obligation to tolerate utility networks and utility works is not necessary;

3.1.14 give consent to the management board to conclude other transactions which are beyond the scope of everyday economic activities and shall transmit the resolution to Tallinn City Government for approval where necessary.

3.2 The supervisory board comprises three to seven members. Members of the supervisory board shall be appointed by Tallinn City Government for three years. The members of the supervisory board shall elect a chairman from among themselves who shall organise the activities of the supervisory board.

3.3 Making changes to the composition of the members of the supervisory board and removing a member shall be decided by Tallinn City Government. A member of the supervisory board may be removed regardless of the reason.

3.4 Members of the supervisory board shall receive remuneration pursuant to the procedure approved by Tallinn City Government. The amount of the remuneration shall be determined by Tallinn City Government.

3.5 The supervisory board shall adopt resolutions at meetings or without calling a meeting pursuant to the procedure provided for in the laws and the work procedure of the supervisory board.

3.6 A meeting of the supervisory board has a quorum if more than one-half of the members of the supervisory board are present. A resolution of the supervisory board shall be adopted if more than one-half of the members of the supervisory board who participate in the meeting vote in favour, except in the cases provided for in the Foundations Act. If a vote is taken without calling a meeting, a resolution of the supervisory board shall be adopted if more than one-half of the members of the supervisory board vote in favour. The chairman of the supervisory board shall have the deciding vote upon an equal division of votes.

3.7 Each member of the supervisory board shall have one vote. A member of the supervisory board does not have the right to abstain from voting or to remain undecided. A member of the supervisory board shall not participate in voting in the cases provided for in the Foundations Act and in the Anti-Corruption Act.  

4. MANAGEMENT BOARD 

4.1 The foundation shall be managed and represented by a management board comprising one to three members. In addition to the other tasks specified in the law and the articles of association, the management board shall:

4.1.1 dispose of the assets of the foundation within the limits of its competence and shall be responsible for the legality and purposefulness of the economic activities of the foundation;

4.1.2 prepare or organise the preparation of documents regarding the activities of the foundation to be submitted to the supervisory board;

4.1.3 organise activities to prevent corruption, including employee training, reporting of ancillary activities and avoidance of conflicts of interest;

4.1.4 enter into contracts, including employment contracts, and issue authorisation documents on behalf of the foundation;

4.1.5 ensure the operation of the internal control system;

4.1.6 organise cooperation with the State and local governments, public legal entities and legal entities governed by private law;

4.1.7 ensure the implementation of legal resolutions of the supervisory board.

4.2 The term of office of a member of the management board shall be up to five years.

4.3 Members of the management board shall be appointed and removed by the supervisory board. When electing a member of the management board, the supervisory board shall be guided by the principles approved by Tallinn City Government and hear the opinion of the chairman of the management board.

4.4 A member of the management board shall perform his or her obligations arising from the law or the articles of association with the diligence normally expected from a member of the management board and be loyal to the foundation. The rights and obligation of a member of the management board are determined in more detail in the employment contract to be entered into with the member of the management board.

4.5 The procedure for and amount of remuneration for the members of the management board shall be determined by the supervisory board in its resolution and in the employment contract to be entered into with the member of the management board based on the principles approved by Tallinn City Government.

4.6 If the management board has more than two members, the members of the management board shall elect a chairman of the management board from among themselves who shall organise the activities of the management board.

4.7 The foundation may be represented in all transactions by:

4.7.1 every member of the management board if the foundation has up to two members of the management board;

4.7.2 the chairman of the management board or jointly by two members of the management board if the foundation has more than two members of the management board.

5. ASSETS OF THE FOUNDATION

5.1 The assets of the foundation comprise:

5.1.1 assets to be transferred to the foundation by the founder upon foundation and after foundation;

5.1.2 proceeds from economic activities;

5.1.3 allocations from the budgets of the State and the city of Tallinn;

5.1.4 donations, subsidies and other funds allocated by third parties;

5.1.5 other receipts.

5.2 The foundation shall use its assets to achieve the objectives specified in its articles of association in accordance with the law, the articles of association and resolutions of the supervisory board.

5.3 The money to be transferred to the foundation shall be transferred to the foundation’s bank account.

5.4 The assets (excluding money) to be transferred to the foundation shall be accepted by the management board on the basis of an instrument of transfer and acceptance to be signed by the person transferring the assets or a person authorised by them and the management board of the foundation. The management board shall valuate the assets to be transferred to the foundation or organise the valuation thereof and shall conclude the necessary transactions and actions for the transfer of the assets into the ownership of the foundation.

5.5 Where necessary, the value of the assets to be transferred to the foundation shall be assessed using a valuation report to be commissioned from certified persons operating in this area. The usual value of a thing or right shall be taken as the basis for the valuation of the asset.

5.6 An auditor shall verify the accuracy of the valuation of assets and submit a written opinion on it. The auditor’s opinion shall include the description of the assets and shall specify the method used for valuation and whether the value of the asset corresponds to the value specified in the valuation report.

6. ACCOUNTING AND CONTROL 

6.1 The financial year of the foundation shall begin on 1 January and end on 31 December.

6.2 The management board shall organise the accounting of the foundation in accordance with the legislation of the State and the city of Tallinn.

6.3 The financial and economic activities and the annual report of the foundation shall be checked by an auditor to be appointed by the supervisory board for at least two years. The auditor shall be elected pursuant to the legislation of the State and the city of Tallinn. The auditor shall be considered removed if the supervisory board appoints a new auditor.

6.4 The founder and the supervisory board have the right to require additional control activities to be carried out in the foundation and use a structural unit of an institution managed by them or outsource the service to an auditing company for this purpose.

7. AMENDMENT OF THE ARTICLES OF ASSOCIATION 

7.1 A decision to amend the articles of association shall be made by Tallinn City Council.

8. MERGER, DIVISION AND TERMINATION 

8.1 The foundation may merge with another foundation in the event that the objectives of the foundations are similar and merger is also permitted by the articles of association of the other foundation. A decision to merge the foundation shall be made by Tallinn City Council.

8.2 The foundation may divide into foundations or participate in the division of a foundation in the event that it is necessary to better achieve the objective of the foundation and division or participation in the division is also permitted by the articles of association of the other foundation. A decision to divide the foundation or participate in the division shall be made by Tallinn City Council.

8.3 A decision to dissolve the foundation shall be made by Tallinn City Council.

8.4 Upon the dissolution of the foundation, liquidation proceedings shall take place pursuant to the procedure provided for by law. The liquidators of the foundation shall be the members of the management board unless the resolution to dissolve the foundation provides otherwise. The assets remaining upon the liquidation of the foundation shall be transferred to the city of Tallinn.