Constitution

The Articles of Association of the Non-Profit Association Estonian Cognitive Linguistics Association

I GENERAL REGULATIONS

1.1. The non-profit association Estonian Cognitive Linguistics Association (hereinafter referred to as the association) is a voluntary association of natural persons carrying on an activity in the public interest.

1.2. The name of the association shall be Estonian Cognitive Linguistics Association and the place of domicile of the association is Tartu, the Republic of Estonia.

1.3. The association is an independent organization and is not a section of any other organizations.

1.4. The main objectives of the association shall be:
1.4.1. to promote Estonian cognitive and other theoretical linguistic activities;
1.4.2. co-operation with the International Cognitive Linguistic Association);
1.4.3. to organize conferences, seminars, research days and other events;
1.4.4. to set up and carry out research projects;
1.4.5. to create a forum of cooperation for people who wish to partake in carrying out the tasks of the association with their activities.

1.5. The objective of the association is not produce and distribute profit. The profit earned with its activities shall be used to fulfil the objectives provided in the Articles.

1.6. In order to fulfil its objectives the association will carry out the following activities: it promotes Estonian cognitive and other theoretical linguistics, including co-operation with ICLA; issues linguistic publications and other materials, organizes conferences, seminars, research days, study trips, training courses and other events.

II PROCEDURE AND CONDITIONS FOR MEMBERSHIP IN THE ASSOCIATION AND LEAVING THE ASSOCIATION

2.1. Every natural person who complies with the requirements set out for the members, agrees with the objectives of the association and is willing to comply with the articles of the association and the resolutions adopted by the general meeting and the governing board.

2.2. A person wishing to become a member of the association shall send an electronic mail to the contact address of the association stating their wish to become a member. The governing board will adopt a resolution concerning the acceptance or rejection of the membership no later than two months as of receiving the application and informs the applicant of the resolution.

2.3. All members have the right to leave the association on the basis of a petition.

2.4. A member whose activities are seen by the governing board as contradictory to the objective of the association or due to failure to adhere to the articles of the association may be excluded from the association by the governing board.

2.5. A member who is excluded from the association shall be promptly notified in writing of the adoption of a resolution to exclude the member from the association and of the reasons therefore.

III RIGHTS AND OBLIGATIONS OF MEMBERS

3.1. Members of the association have the right to:
- participate in all of the events organized by the association taking into consideration the restrictions imposed by the governing board;
- participate in the general meetings with the right to speak and vote;
- receive information regarding the activities of the association;
- be elected to the governing bodies of the association;
- use the assets of the association and receive benefits prescribed for members.

3.2. Members of the association are obliged to:
- acknowledge the objectives of the association and to comply with the articles of the association and the resolutions adopted by the general meeting and the governing board in participating in the activities of the association.

IV GENERAL MEETING

4.1. The highest body of the association is the general meeting of its members, where each member has one vote.

4.2. Competence of general meeting:
- amend the articles of association;
- change the objectives of the association;
- appoint and remove the members of the governing board;
- decide other matters which are not placed in the competence of other bodies by law or the articles of association.

4.3. The general meeting has a quorum if at least 1/3 of the members participate. In case there are less than 1/3 present at the general meeting, the governing board shall call a new general meeting with the same agenda not earlier than three weeks and no later than three months. The new general meeting is competent to adopt resolutions irrespective of the number of members present.

4.4. The general meeting may also decide other matters that are not previously notified in the agenda of the general meeting, except for amending the articles of association and dissolution of the association.

4.5. The general meeting shall be held at least once in every calendar year. The general meeting shall be called in case the governing board finds it necessary or at least 1/10th of the membership asks the governing board to do that with good reason.

4.6. The governing board notifies its members no later than three weeks before the general meeting of the time and the place of the general meeting and of the agenda.

4.7. In case a member of the association wishes to address a matter at the next general meeting, he or she must notify in writing the governing board of it before the notice regarding the calling of the general meeting is issued.

4.8. All members may participate in the general meeting with the right to vote. Every person with the right to vote has only one vote. A member of the association who is granted an unattested proxy may vote for another member in the general meeting.

4.9. The resolution of the general meeting is adopted if over one-half of the members or their representatives of the association who participate in the meeting vote in favour of the resolution unless the articles of association or other Acts prescribe otherwise.

4.10. Should at least one third of the people present with the right to vote insist on it, a secret ballot must be carried out.

V GOVERNING BOARD

5.1. The day-to-day administration and the representation of the association shall be carried out by the governing board, consisting of at least three but no more than six members.

5.2. Competence of the governing board:
- running the day-to-day administration of the association;
- organizing the registration of the members and collecting the membership fees;
- preparing the plan of action and the budget of the association;
- preparing the annual report and organizing the accounting;
- using and managing the assets of the association pursuant to the law and the requirements deriving from the articles of association and the resolutions of the general meeting.

5.2. The general meeting shall elect the members to the governing board from among the members of the association. A member of the governing board shall be elected if over one-half of the members or their representatives of the association who participate in the meeting vote in favour of him of her. The governing board shall be elected for four years.

5.3. The governing board shall represent the association in all legal acts.

5.4. Every member of the governing board has the right to represent the association separately in all legal acts.

5.5. A member of the governing board may be removed at any time regardless of the reason by the resolution of the general meeting.

5.6. The chairman of the governing board, his or her deputy or at least one third of the board membership shall convene the meeting of the governing board.

5.7. The governing board has a quorum if over one-half of the board members are present.

5.8. The governing board may adopt resolutions without convening a meeting if all board members vote for this in a format which can be reproduced in writing.

5.9. The convener of the governing board has discretion to ask necessary specialists to participate at the meeting as consultants or experts who have a right to speak at the meeting.

5.10. Should the association have any paid workers, the governing board shall employ and release them from office.

VI ECONOMIC ACTIVITIES

6.1. The financial year of the association lasts from 1st January till 31st December. The report concerning the economic activities of the previous year shall be made available to the members no later than three weeks before the regular meeting of the association.

VII MERGER, DIVISION, LIQUIDATION

7.1. The merger, division and liquidation of the association shall be done as provided by the law.

7.2. The liquidators of the association are the members of the governing board or persons prescribed by the general meeting.

7.3. Upon the liquidation of the association the remaining assets shall be handed over either to a legal person in public law or to a non-profit association with similar objectives pursuant to the resolution adopted by the general meeting.