Articles of Association of the MTÜ Nordic Institute for Interoperability Solutions
1. GENERAL PROVISIONS
1.1. The MTÜ Nordic Institute for Interoperability Solutions (hereinafter Association) is an organisation acting in the public interest and is located in Tallinn, Republic of Estonia.
1.2. The aim of the Association is to ensure the quality, sustainability, and cross-border capability of core digital government solutions to save resources by the development of digital society solutions and cross-border cooperation.
1.3. For achieving the aim, the following activities, among others, are undertaken with regard to the core digital government solutions:
1.3.1. management, development, verification, and audit of the source code;
1.3.2. administration of documentation;
1.3.3. administration of business and technical requirements;
1.3.4. conducting development;
1.3.5. developing and implementing principles of licensing and distribution;
1.3.6. providing second-line support for members;
1.3.7. international cooperation.
2. RIGHTS AND OBLIGATIONS OF MEMBERS
2.1. The precondition for becoming a member is to maintain conditions as follows:
2.1.1. have the power to implement the core digital government solutions directly or indirectly within a member country, member region or member organisation in the public interest;
2.1.2. payment of a membership fee;
2.1.3. agreeing with the membership terms.
2.2. The general meeting shall decide on membership in the Association.
2.3. A member of the Association has all statutory rights and the right to receive all kinds of information regarding the activities of the Association from the directing bodies.
2.4. A member of the Association may, at its own cost, audit the accounts of the Association and shall be granted access to all books and accounts within a reasonable time pursuant to a written request.
2.5. A member of the Association may be excluded from the Association, in addition to circumstances provided in the law, in case it:
2.5.1. it does not pay the membership fee it has already committed to at the prescribed time;
2.5.2. it has knowingly submitted false information when applying for membership, rendering its admission illegal;
2.5.3. does not fulfil the requirements set forth in article 2.1 of the articles of association;
2.6. The exclusion of a member shall be decided at the general meeting, and all members shall have to vote in favour of the resolution. The member whose membership is under question shall have no right to vote.
3. MANAGEMENT
3.1. The highest body of a non-profit association is the general meeting of its members, where all members of the Association may participate.
3.2. The general meeting shall be held at least twice a year. The general meeting may adopt resolutions if at least 1/2 of the members are represented at the general meeting. If the general meeting has two members, both have to participate in the general meeting.
3.3. Notice of the general meeting shall be given at least fourteen days in advance. The general meetings may be held, and resolutions adopted electronically.
3.4. An issue which is initially not on the agenda of the general meeting may be included on the agenda if all the members of the non-profit association participate in the general meeting or vote electronically.
3.5. A resolution of the general meeting shall be deemed to be adopted without calling the general meeting if all members of a non-profit association vote in favour of the resolution.
3.6. Each member of the Association has one vote.
3.7. A resolution of the general meeting is adopted if over one-half of the members of the Association who participate in the meeting vote in favour of the resolution unless a higher majority vote requirement is foreseen in law. If the Association has two members, the adoption of a resolution requires both of the members to vote in favour of the resolution.
3.8. A resolution amending the articles of association is adopted if over 2/3 of the members of the Association who participate in the meeting vote in favour. If the Association has two members, the adoption of a resolution amending the articles of association requires both of the members to vote in favour of the resolution.
3.9. A resolution amending article 3.10 and the aim of the Association as provided in the articles of association requires all members to vote in favour of the resolution.
3.10. To amend articles 3.11.1 -3.11.4 of the articles of association, all members shall have to vote in favour of the resolution.
3.11. The general meeting is competent to:
3.11.1. approve the membership fee;
3.11.2. impose obligations on members of the Association;
3.11.3. assess and decide membership and partnership applications;
3.11.4. add digital government solutions to the scope of activities of the Association;
3.11.5. amend the articles of association
3.11.6. appoint and remove members of the management board and determine the amount of remuneration payable to a member of the management board;
3.11.7. develop and approve the best practices for the governance of the Association and for involvement;
3.11.8. approve annual reports;
3.11.9. approve and monitor strategy, budget and action plan;
3.11.10. approve transactions that are beyond the scope of everyday economic activities;
3.11.11. incur debt and acquire immovables;
3.11.12. grant loans and transfer immovables;
3.11.13. initiate and end litigation;
3.11.14. foundation of and becoming a member of a legal person;
3.11.15. acquire or transfer a share in a legal person;
3.11.16. decide on conclusion and terms and conditions of transactions with the members of the management board;
3.11.17. appoint an auditor;
3.11.18. decide on dissolution, merger or division of the Association.
3.12. The Association is managed and represented by the management board. The management board is elected for three years and may have up to three members.
3.13. The management board is competent to:
3.13.1. draw up the project of the action plan and budget, and present it to the general meeting;
3.13.2. prepare a report on the observance of the action plan and budget;
3.13.3. prepare an annual report;
3.13.4. involve additional working groups and experts;
3.13.5. call the general meeting;
3.13.6. hire personnel;
3.13.7. carry out everyday economic activities.
4. ECONOMIC ACTIVITY AND DISTRIBUTION OF ASSETS
4.1. The Association is financed through membership fees and other means of financing;
4.2. The general meeting determines the membership fee for each financial year by 15. February of that financial year.
4.3. A proposal for the size of the membership fee for the next financial year must be decided by 15. February of the previous financial year.
4.4. The financial year period is 1. January – 31. December.
4.5. The membership fee shall be paid in a lump sum.
4.6. The membership fee is non-refundable. The unused income shall be transferred to the next financial year.
4.7. A member of the Association shall notify the Association six (6) months in advance of its intention to end its membership in the Association.
4.8. The Association is dissolved upon a decrease in the number of members of the non-profit association to below two.
4.9. Upon dissolution of the Association, the remaining assets of the Association shall be transferred equally to the members of the Association.