Bylaws

Article I: General

1.      The official name of the institution is Foundation of Science and Liberal Arts -- Domus Dorpatensis (henceforward: the Foundation). The Estonian version of the name is Teaduse ja kultuuri sihtasutus Domus Dorpatensis

2.      The Foundation is a private legal entity that operates in compliance with the legislation of Estonian Republic and with its Bylaws.

3.      The Foundation has its own seal, bank account and relics.

4.      None of the Foundation's property shall inure to the benefit of any individual or private person.

5.      Initially, the Foundation was set up for a term of six years. After its expediency evaluation, the term can be renewed for another six years and upon subsequent positive evaluation outcome, the Foundation will be granted perpetual existence status. Control over the Foundation's activities will be exercised by its founders in conjunction with the Board (Council). If necessary, sections 39 and 40 of this document can be implemented.

6.       The financial year of the Foundation starts on 1 January and ends on 31 December.

7.      The principal office for the activities of this Foundation shall be located at Raekoja plats 1 / Ülikooli St. 7, Tartu 51003, Estonia.

Article II: Purpose and Mission

8.      The Foundation has its purpose to advance and distribute knowledge related to sciences, society and culture.

8.1  The Foundation provides grants primarily to the fields and activities whose results will directly benefit people, environment, international cooperation and peace.
8.2  Provision of grants is not confined by any specific topic area and disbursements can be made according to the Foundation's financial standing.
8.3  In its mission for accomplishing the set purpose the Foundation commits itself to serve as a converging point for people of arts and sciences from home and away with an objective to exchange information and experience about research, society and culture. The activities for such intellectual exchanges will include:
a.      lecturing, workshops, exhibitions;
b.      providing the events' organizers with appropriately furnished residential and seminar space at reasonable rent;
c.      facilitating the formation of academic fellowship and camaraderie, who will be using the Foundations facilities in full abidance by its mission and purpose.

8.4  The Foundation provides funding support to activities and research projects during a specified period. The length of the period can be 5, but not more than 10 years. The founding members represented by Alexander von Rücker can, during the first 6/12 years, coordinate the Foundation's activities and the projects and research topics that are being run on the Foundation' support. Likewise, he is authorized to streamline or even redesign the supported projects so that they best conform to the Foundation's mission and purpose.
8.5  Within its scope of operation, the Foundation supports talented and promising youth with stipends.
8.6  If necessary, other measures shall be implemented to accomplish the Foundation's objectives and goals, provided they fully abide by the Bylaws and legislation.
8.7  No disbursements will be made to persons whose activities fall apart from the Foundation's purposes or are unfounded.
8.8  The Foundation will publicize its activities and their results in audio, printed and video media and through social activities.

Article III: Governance of the Foundation

9.   The Foundation shall be governed by its Management and Board (Council)

Management

10. The Board members shall appoint the Foundation's Management for a term of three years. The Management must have at least two members. In case of need, the Management membership may grow up to 5. By rule, the Management shall have three members: Director, Associate Director, and Bursar. Director operates as the executive officer of the Foundation. Should a need arise, another Management member may be vested with the executive's tasks. The Management members are entitled for remuneration commensurate with their responsibilities and financial status of the Foundation. The payroll shall be stipulated by Board of the Foundation.

11.  The Management is responsible for the regular operations of the Foundation. It
11.1          develops the Foundation's budget and submits it to the Board for approval;
11.2          functions as an employer;
11.3          submits to the Board the Foundation's interim and financial reports at least semiannually, and issues to the Board and the third parties concerned the relevant information about the Foundation's activities and management;
11.4          develops the Foundation's annual report, balance sheet and income statement, and submits them to Board for approval;
11.5          performs all other tasks and responsibilities that are neither by legislation nor by these Bylaws, vested with the Board of the Foundation.

12.  Every Management member is authorized to officially represent the Foundation, unless otherwise indicated by a respective entry in the Commercial Register. Should any transaction, that a Management member conducts on behalf of the Foundation, exceed 100 000 EEK in value, the Director's approval is deemed necessary.

13.  Should a situation so require, the Management can authorize a second party to operate for the Foundation in some transaction and / or transactions unless otherwise stipulated by the law.

14.  Any Management member has a right to step down by notifying the Board in writing at least two months in advance. By stepping down, the Management member relinquishes all his or her authority.

15.  The Management makes all decisions at Management meetings. The meetings can take place as the need may arise, but at least once every two months. The right and task to convene meetings rests with the Director. In Director's absence, the Associate Director is responsible for convening Management meetings. The meeting must always be convened if so required by the Board or by at least half of Management members. The proceedings of all meetings shall be officially documented.

16.  The quorum of a meeting exists if half of Management members are present. Any decision will pass at "for" vote from half of Management members attending the meeting.

 Board (Council):

17.  The Board supervises the functioning of the Foundation, devising its principles, structure and management. It also provides advisory guidance to the Management in its activities.

18.  The first assembly of the Board is set up on the formation of the Foundation

19.  The Board has 5 - 19 members

20.  The Board is appointed for a term of three years. After three years, a new assembly of Board members will be appointed. Before terminating their service, the outgoing Board's members nominate candidates for the next assembly.

21.  During the first 12 years of operation the outgoing Board members nominate new candidates and seek for them the founders' representative Alexander von Rücker's approval. After the 12 years the Board will have full rights for approving the nominated new candidates.

22.  The Board members appoint the Chairperson who coordinates the Board's activities. The Chairperson's term of office coincides with that of the Board, or ends sooner in cases of resignation, recall, or quitting the Board membership.

23.  Board members have a right to resign any time by notifying their decision to the Chairperson preferably at least one month in advance.

24.  The Board
24.1          approves the Foundation's budget;
24.2          confirms the Foundation's development strategy and master plans;
24.3          negotiates, on behalf of the Foundation, with management members and apportions their compensation;
24.4          approves decisions for loan application if the loan amount exceeds 20 % of the Foundation's revenue for the previous financial year;
24.5          makes decisions for real estate acquisition and, concerning limited appurtenances;
24.6          decides the Foundation's participation in the operations of other legal entities;
24.7          decides the recalling of management members, provided their activities or non-activities have afflicted serious harm to the Foundation, or if they are ineffective in their managerial functions, or in other valid circumstances; whereby the Board has to substantiate its decision of recall and appoint a new Board member;
24.8          negotiates the contract with an Independent Public Accountant and his/her remuneration;
24.9          approves the financial statements and annual reports submitted by the Management
24.10      if necessary, proposes to the founders the need for amending the Bylaws;
24.11      makes decisions on the issues of merging, splitting, or terminating the Foundation's activities, seeking for it the founders' consent, with the exception of the cases that the Board has inherited the founders' authority in full, or that the founders are insane or have passed away;
24.12      fulfils other obligations under the legislation or the valid Bylaws.

25.  The Board members have a right to get acquainted with the Foundation's documentation. Likewise, the Board can inquire information from the Management about the running, finances, and administration of the Foundation.

26.   The Board makes its decisions at Board meetings. Meetings take place according to the need, but at least once a year. Meetings shall be convened by the Chairperson or a board member authorized for that by the Chairperson. The obligation for convening a Board meeting is explicit if required by at least two Board members, Management or the Independent Public Accountant. The first Board meeting convened only the founders.

27.  The quorum of a Board meeting consists of the participation of 50 % of the Board members. Proxy voting is possible. Ballots shall be used. One Board member can vote for maximum two members. Virtual participation (via telephone) in meetings or its sections can be organized at two-day notice to Board members.

28.  The Board decisions are adopted upon receiving 50 percent of "yes" votes from the members participating (or represented) in the meeting, unless otherwise stipulated (different vote counts, for example) by legislation or the Bylaws. In voting for a candidate, the biggest score of votes shall count.

29.  On exceptional cases the Board can make decisions virtually by sending I notes or using telecom systems, without the Board members' physical presence, on the previous consent of all members.

30.  Proceedings of Board meetings and decision-making are documented. The archiving of minutes and other documents related to the functioning of the Board is arranged by the Management.

Article IV: Foundation's Assets

31.  The Foundation is the owner of its property and assets. All its proprietorship and ownership rights are exercised by the Management in full compliance with the legislation and the Bylaws.

32.  The Foundation's assets include:
32.1          property acquired on the basis of the agreement of formation;
32.2          donations made to the Foundation;
32.3          endowments from national government, city of Tartu, and private persons;
32.4          gifts and bequests
32.5          gains earned from activities.

33.  The Foundation uses its assets to accomplish the purposes set.

All the Foundation's assets are carried in its balance sheet.

34.  In cases of making endowments, an agreement is negotiated at the donor's will, which specifies the donor's recommendations for the use of the endowed property. Each donor is entitled with a right for getting feedback about the use of the endowment.

Article V:  Amending the Bylaws

35.  Amendments to the Bylaws shall be made to record the changes, regarding the Foundation's purposes and operation. The purposes, however, cannot be changed. Amendments to the Bylaws can be made by the Board (with the consensus of two thirds of members) on the founders' consent. Proposal for amendments can also come from the Management.

Article VI:  Merging, Splitting and Dissolving the Foundation:

36.  The Foundation may decide to merge with another foundation, provided their purposes coincide and the merger is allowed by the other foundation's bylaws.

37.  The splitting or downsizing of the Foundation is allowed, in cases it proves necessary to better accomplish the Foundation's purposes.

38.  Merging or splitting can be decided by the quorum of two thirds of the Board members. In addition, the founders' agreement shall be sought.

39.  The Foundation's activities shall be terminated as stipulated by the laws. The Board, having achieved an agreement with the founders, can terminate the Foundation's activities provided the circumstantial change has debilitated the accomplishment of Foundation's purposes.

      If the Foundation during its 6 or 12 years of functioning (cf. Section 5) has failed to generate its vital resources, the founders may call its activities to an end. If deciding to terminate the Foundation's operations, the founders must relegate the use of their assets, totally basing it on the legislation and Bylaws in force.

40.  After satisfying the creditors' claims, the leftover assets shall be transferred to another organization with income tax incentives from the government or to any legal person in public law.

41.  The ultimate decision for terminating the Foundation's operations is vested only with the Board, when achieving full agreement with the founders. The motion for termination of activities has passed if achieving "yes" vote from all Board members and founders.

42.  Conclusive statement:

If on six months passing after the written notification the founders have not voiced their opinion in the respective issue, the Board will have automatically, within the bounds set by the Bylaws, acquired all rights to act independently, and, if necessary, under the guidance of the foundations' supervisory agency.