Charter


COOPERATIVE CASA NOSTRA IS ENGAGED IN PROTECTING CULTURAL AND NATURE HERITAGE

CHARTER

1. GENERAL PROVISIONS

1.1. The name of the cooperative is Casa Nostra for Protection Cultural and Nature Heritage (Cooperative).

1.2. This Cooperative is a profit-making cooperative with limited liability that is guided by the present charter and legislation in force in its action.

1.3. The location of the Cooperative is Tallinn, Estonia.

1.4. This is termless-formed Cooperative.

1.5. The business year of the Cooperative is level with the calendar year.

2. PRINCIAPL AIMS

2.1. The principal aim of the Cooperative is the protection of cultural and nature heritage, including

a) prevention the ruination of architectural monuments, their preservation and restoration;
b) obtaining, trnsferring, managing, administrating and restoring memorials;
c) propagating the preservation of memorials;
d) protection, obtaining, managing, administrating and taking care of semi-natural communities, landscapes, parks, archaelogical monuments and the habitations of rare species;
e) collecting and managing of dedicated means, including schooling and developing activities.

3. THE MEMBERS OF THE COOPERATIVE AND THEIR ADMISSION

3.1. Membership of the Cooperative is allowed to legally competent physical person and to legal person that measures up to charter and meets the requirements of the Charter.

3.2. To become a member of the Cooperative it is nessecary to file for in writing to the Board of the Community; the applicant verifies his/her will to honour the requirements of the Charter and to pay a part payment of € 319 (EEK 5000.-).

3.3. Applicant has a right to file for the Board his/her application to pay an addendum share. The amount of the addendum share is up to the applicant.

3.4. Addmission to the Cooperative and verifying the possible addendum share is decided by the Board at the next regular meeting starting from the filing for a written application with the wish to become a member.

3.5. Addmission to the Cooperative is declined if
a) the person does not respond to the requirements of the Charter;
b) the Cooperative is unable to guarantee or promote the economical rights of the bigger number of members than the present membership;
c) the person does not pay his/her part payment or addendum share;
d) the person is excluded from the Cooperative because of not fulfilling the regulatory demands or not measuring up the Charter.

3.6. In case of denial the admission, the Board has to send the person a copy of the negative decision within one week from the responsive decision was made.

3.7. The rights and obligations of the member of the Cooperative will be aquired after the Board has made a decision about the admission a person as a member and after the payment a share and a possible addendum share.

4. RIGHTS AND OBLIGATIONS OF THE MEMBERS

4.1. The member of the Cooperative has a right

a) to participate in the general meeting or send his/her representative;
b) to be elected to the Board of the Cooperative and to the other governing bodies in case these will be formed;
c) to secede from the Cooperative;
d) to take part in the undertakings arranged by the Cooperative and to use the symbolics of the Community;
e) to get information about the activities of the Cooperative; to make proposals, requests and inquiries;
f) if the general meeting decides so and if it does not harm the economical interests of the Cooperative, the member can examine the documents of the Cooperative;
g) to take part in sharing assets.

4.2. The member of the Cooperative is obliged

a) to pay his/her part payment when joining the Community;
b) to follow the Charter and fulfill the decisions of the general meeting, the Board or other governing bodies;
c) to avoid activity which could damage the reputation or assets of the Cooperative;
d) to be active in the activities of the Cooperative;
e) to keep business secret of the Cooperative.

4.3. The general meeting has the right to decide that a member will be paid dividends of net income or of the profit of the last working year and of which has been counted off the uncovered loss of the previous years. Dividends are paid according to the amount of part payment. The amount of dividends is decided by the general meeting.

4.4. The Cooperative has its reserve capital, that comes from annual net profit allocation. Reserve capital can be used, on the basis of the general meeting, for liquidating the loss if it is not possible to take the sum from the account of undivided profit of the previous periods.

4.5. Every business year at least 1/20 of net profit is transferred into reserve capital.

4.6. In case net capital of the Cooperative falls more than a half below share, a member of the Cooperative has no obligation to pay extra deposits.

5. EXCLUDING A MEMBER FROM THE COOPERATIVE OR HIS/HER LEAVING

5.1. The right to leave the Cooperative is not allowed durind five year period, starting with joining the Cooperative. After that time limit the member can file for the Board in writing about his/her seceding from the Cooperative. Filing for has to take place at least three months before leaving. Before filing for the member must complete all his/her duties as a member before the Cooperative.

5.2. The decision about excluding must be told to the member within two weeks since making the decision.

5.3. The member is considered as seceded from the Cooperative from the day the decision was made.

5.4. In case of seceding the part payment will not be returned; the members will be paid as a compensation this part of assets that he/she would have got if the Cooperative had come to an end in the same day as membership. Determed compensation does not involve the reserve capital. The compensation has to be paid during three years after ceasing to be a member. And the orther way round, the member has to pay a reasonable compensation to the Cooperative, in case his/her leaving causes substantial damage to the Cooperative according to circumstances or casts doubt to the continuation of the Cooperative.

5.5. The member is excluded

a) in death case, except when membership is taken by legal successor;
b) legal person ceases to exist;
c) if the member does not follow the law or the requirements of the Charter or the decisions of the governing body of the Cooperative;
d) if the member causes damage to the reputation of the Cooperative or damages it some other way.

5.6. Excluding a member from the Cooperative is up to the Boards decision. The member will get the decision in writing during two weeks after apropos decision has been made. The reason and basis of excluding will be marked in the memo.

5.7. In case of death of a physical person or closing of legal person teir membership expire according to the day of departing or canselling note in commercial register, except when membership is taken by legal successor.

5.8. In case the member of the Cooperative is excluded, the judgement will come into force from the day the judgement of the Board was made.

5.9. Membership can be given to the other person by the member of the Cooperative who becomes a member if the Board decides so. If the membership will be denied, the person who wanted handover remains the member of the Cooperative.

5.10. For handing over the membership, the member of the Cooperative and the person, to whom the membership will be handed over, file for in writing to the Board. The member of the cooperative confirms that he/she has decided to handover the membership to the other person and the person who will accept the membership, expresses a wish for becoming a member of the Cooperative.

6. ASSETS OF THE COOPERATIVE

6.1. Assets of the Cooperative are formed by its members’ part payments, addendum shares, incomes from the activities of the Cooperative, economic aid from the state and local government and other incomings.

6.2. The Cooperative has share- and reserve capital and the Cooperative can form dedicated capitals.

6.3. The amount of share capital of the Cooperative is at least € 2876.-. The share capital is formed of the part payments of the members.

6.4. The member’s minimum part payment is € 319.

6.5. Part payment can be paid in monetary or non-monetaary deposit, according to the Board’s decision. The non-monetary deposit will be valued by the decision of the Board. If there are generally acknowledged experts to value the item, the non-monetary deposit will be valued by the expert instead of the general meeting. If the valuation of the non-monetary deposit has to be controlled, it will be done by an auditor who files for in writing his/her oppinion about the control of the valuation of non-monetary deposit.

7. GENERAL MEETING

7.1. The highest governing body of the Cooperative is the general meeting of the members of the Cooperative. All the members of the Cooperative may take part in the general meeting.

7.2. The general meetings of the members of the Cooperative can be ordinary or extraordinary. Ordinary meeting takes place once a year but not later than six months after the end of business year. In case it is necessary in the interests of the Cooperative, the extraordinary general meeting of the Cooperative members will be called together.

7.3. The general meeting is called together by the Board of the Cooperative.

7.4. The Board sends memo about the taking-place general meeting to all members of the Cooperative. The memo will be sent on the e-mail addresses or postal addresses that are in the list of the members of the Cooperative. In case the Cooperative knows or should know that those addresses differ from the given ones, the memo must be sent on these addresses as well. The memo must give notice about the time, place and agenda of the general meeting and other important circumstances connected with the meeting. If the Charter will be changed at the general meeting, the memo must include the essence of the planned changes.

7.5. The members of the Cooperative have to be informed of the ordinary general meeting at least two weeks before and of the extraordinary general meeting at least one week before it takes place. The memo must be forwarded so that the addressee receives it no later than in due date.

7.6. The memo about the general meeting taking place will be forwarded to the member by mail or e-mail. To the e-mail memo it will be added a notice to inform the sender immediately about the received memo. The memo is considered to have reached the addressee when the latter verifies either in writing or by e-mail about getting the document.

7.7. Only the general meeting has a competency

a) to change the Charter;
b) to change the aim of the cooperative;
c) to nominate the members of the Board, to validate the basis and order of remuneration;
d) to decide to do a deal with the member of the Board or to make a demand against him/her, also to appoint a representative in this deal or demand;
e) to validate monetary obligations of the members and to determine the amount and payment order;
f) to confirm the report of a business year and to share the profit;
g) to form an auditing commission if needed and to elect its members;
h) to determine an auditor control if needed;
i) to solve arguments which are connected with the exclusion or admission a member;
j) to take monetary obligations and to decide to give monetary means in case these obligations or means exeed € 31956.82 (EEK 500 000.-);
k) to decide the merging, dividing and going out of business of the Cooperative;
l) to appoint an auditor;
m) to deside other statutory and the Charter-involved issues.

7.8. At the general meeting, every member of the Cooperative has one vote. The general meeting can take decisions, if more than a half of the members of the Cooperative are represented. If the present Charter or the law do not forsee bigger majority of votes, the decision of the general meeting is taken when more than a half of the members present vote for it. They can be represented members of the Cooperative as well.

7.9. The member of the Cooperative cannot vote in following cases:

a) making a demand against the member of the Cooperative or his/her exoneration or freeing him/her from responsibilities;
b) the issues that are involved with deal-doing between him/her and the Cooperative and appointment the representative of the Cooperative in this deal;
c) having a legal argument with this member and appointing the representative of the Cooperative in this legal argument;
d) control or appraisal his/her actions as a member of the Board (or his/her representative).

7.10. If at the general meeting is missing more than a half of the members of th Cooperative, the Board will call together a new meting with the same agenda but this cannot take place earlier than after seven days. The new general meeting is competent to make decisions, irrespective of the number of the members or their representatives present.

7.11. The representative of one member cannot represent more than one member at the above mentioned meeting.

7.12. The general meeting will be protocolled and it is signed by chairman of the meeting and the protocolist. The list of members who were at the meeting will be added to the protocol. Everyone has to give his/her signature. After seven days since the meeting the protocol must be available to the members.

8. THE BOARD

8.1. The Board is a governing body that leads and represents the Cooperative.

8.2. The competency of the Board is:

a) arranging the daily work of the Cooperative;
b) keeping the list of the members;
c) organising the bookkeeping of the Cooperative;
d) compiling the report and the balance of the business year and filing them to the general meeting;
e) employing people to the Cooperative and discharging them;
f) assets rental, confiscation and other deals, which is up to the Board to decide and carry through;
g) deciding receiving new members to the Cooperative and solving secession applications;
h) deciding other issues that do not belong to the competency of the general meeting.

8.3. Three to five members can form the Board and the staff of the Board is determined for three years by the decision of the general meeting.

8.4. The members of the Board vote in the Chairman of the Board from amongst themselves.

8.5. The Chairman of the Board or his/her representative assembles as often as the affairs of the Cooperative demand. The Chairman of the Board or his/her representative has to assemble the meeting when the member of the Board demands it. Decisions which are important to the Cooperative must be taken at the meeting of the Board.

8.6. The meetings of the Board can be carried out in Estonia or abroad.

8.7. The Board is competent to pass resolutions when more than a half of the members of the Board are present.

8.8. The Chairman of the Board is the chairman of the meeting. In case the Chairman of the Board is not able to do his/her duty, the chairman of the meeting is a representative member.

8.9. The decision of the Board is accepted, when more than a half of the Board members have voted positively. In case of fifty-fifty, the Chairman of the Board has to decide. The member of the Board is not justified to authorise someone else except another member of the board to participate at the meeting of the Board.

8.10. Two members of the Board together are justified to represent the Cooperative.

9. AUDITOR

9.1. The bookkeeping of the Cooperative and its annual report must be controlled by the auditor, chosen by the general meeting.

9.2. The Board must present report of a business year to an auditor during four months after the end of a business year.

10. CLOSING THE ACTIVITY OF THE COOPERATIVE

10.1. Merging, dividing and going out of business of the Cooperative takes place on regulatory basis.

10.2. The Cooperative ceases to exist

a) according to the decision of the general meeting;
b) with judicial decision;
c) proclaiming bankruptcy of the Cooperative;
d) abating the proceedings of the bankruptcy of the Cooperative before proclaiming bankruptcy;
e) on other basis forseen by the Law or the Charter.

10.3. After having satisfied all the demands of the creditors or having given a guarantee and making necessary depositing, the members will be returned their part payments. Assets, which remain undivided after returning the part payments, will be shared between the members of the Cooperative pursuant to the dividing plan drawn by the liquidators according to the amount of the members’ part payment.

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