Baltic Heritage Network. Bylaws
PREAMBULA
A non-profit association, Baltic Heritage Network, BaltHerNet (hereinafter referred to as BaltHerNet) has been founded on January 11, 2008. The first version of the Bylaws were accepted at the founding meeting of the NGO the Baltic Heritage Network on the 11th of January 2008, the present version at the NGO’s general meeting on the 8th of July 2009.
I. GENERAL
1.1. BaltHerNet is an independent non-profit association of juridical and natural persons, founded as a voluntary association. Its main goals are to foster cooperation between the national and private archives, museums, libraries, institutions of research, public associations and organizations which collect and study cultural heritage of the Baltic diaspora; to facilitate the preservation and research of historically valuable cultural property of the Baltic diaspora; and to ensure accessibility of these materials to the public.
1.2. The name of the non-profit association in Estonian: Mittetulundusühing Baltic Heritage Network
1.3. The name of the non-profit association in Latvian: Baltiešu mantojuma tīkls.
1.4. The name of the non-profit association in Lithuanian: Baltijos šalių išeivijos paveldo tinklas
1.5. The official abbreviation of the name of the non-profit association in EnglishBaltHerNet, in Estonian MTÜ BaltHerNet, in Latvian BaltHerNet, in Lithuanian BaltHerNet.
1.6. The head office of the BaltHerNet is located at Tartu, Estonia.
1.7. In its activities, the BaltHerNet is registered under the laws of the Republic of Estonia and functions according to these bylaws.
1.8. The fiscal year of the BaltHerNet starts May 1.
II. ACTIVITIES
In keeping with its goals, the BaltHerNet is committed to:
2.1. developing and encouraging a cooperative cultural heritage network of the Baltic diaspora internationally as well as domestically, within the Baltic States of Estonia, Latvia, Lithuania and other countries, where Balts may reside;
2.2. developing and administration of the electronic information portal Baltic Heritage Network on the cultural heritage of the Baltic diaspora;
2.3. entering into agreements and working partnerships pursuant to law and in accordance with its goals;
2.4. acquisition of the right of use of intellectual property, granting of the right of use of intellectual property in its ownership, and conclusion of transactions concerning this property pursuant to law;
2.5. providing opportunities for exchange of information and experience to the professionals and volunteers engaged in matters of cultural heritage of the Baltic diaspora;
2.6. arranging training and work visits for professionals and volunteers engaged in matters of cultural heritage of the Baltic diaspora and setting up appropriate scholarship programs;
2.7. organizing of conferences, seminars and workshops;
2.8. initiation of teaching, training and cooperation programs;
2.9. recognition of the work done in preservation and study of the cultural heritage of the Baltic diaspora; giving recognition for excellence in the field of preservation of cultural heritage of the Baltic diaspora;
2.10. promoting proper maintenance and description of, as well as universal and equitable access to the cultural heritage of the Baltic diaspora;
2.11. raising public interest and awareness of the cultural heritage of the Baltic diaspora as essential sources of significant cultural, educational, and historical information;
2.12. addressing other issues connected with the goals of the association that are not in contravention with the articles of these bylaws and other legal acts.
III. MEMBERSHIP IN THE BALTHERNET. APPLICATION AND WITHDRAWAL PROCEDURES
3.1. Any individual or organization willing to pursue activities in compliance with the objectives and goals of the non-profit association is eligible to become a member. An application form, approved by the Board, is submitted, thus accepting the BaltHernet’s rules of activity, and pledging to pay annual membership dues according to the amount and methods of payment approved by the general meeting of the BaltHerNet.
3.2. BaltHerNet members can choose between the following types of status:
3.2.1. Institutional Member – any organization (juridical person) engaged in preservation and study of the cultural heritage of the Baltic diaspora;
3.2.2. Individual Member (incl. Lifetime Member) – any person working with the cultural heritage of the Baltic diaspora;
3.2.3. Honorary Member – any person whose great contribution and merit to the preservation and studying of the cultural heritage of the Baltic diaspora has been recognized by the Board of the Council, and who is nominated by the general meeting as a recipient of this status;
3.2.4. Supporting Member – any individual person or organization (juridical person) supporting the BaltHerNet’s activities.
3.3. Admission to membership is decided by the Board of the BaltHerNet, or the General Meeting as stipulated in Article 3.7.
3.4. Cancelling membership in the non-profit association is based on a 6-month written notification to the Board upon which the Board shall strike the person from the list of members.
3.5. Members agree to relinquish their privilege of membership,
3.5.1. unless they have settled their annual dues by the end of the current accounting period, or
3.5.2. if they have not participated in any General Meeting or some other activity of the BaltHerNet during the past three years.
3.6. Cancellations of membership status are decided at the BaltHerNet’s Board meetings. Any members, about to lose their privilege of membership, will receive a minimum 2 month written notification, to have ample time for preparing one’s declarative statement regarding the termination of membership status. Membership status is deemed to be cancelled if so voted by two-thirds of the Board members.
3.7. Any juridical or natural person, whose privilege of membership has been withdrawn, is entitled to file a grievance over the decision and submit it to the upcoming General Meeting for hearing.
IV. RIGHTS AND RESPONSIBILITIES OF MEMBERS
4.1. Members of the BaltHerNet are entitled to:
4.1.1. vote at the BaltHerNet’s General Meeting (except the supporting members who have no vote);
4.1.2. be elected to the Board and activity groups of the BaltHerNet (except supporting members);
4.1.3. obtain information from the BaltHerNet’s Board and activity groups about their performance;
4.1.4. make suggestions concerning the BaltHerNet’s activities and their Board;
4.1.5. participate in the conferences, seminars and workshops organized by the BaltHerNet; and pay discount participation fees according to the pricelists approved by the Board;
4.1.6. withdraw from the BaltHerNet’s membership, having previously submitted a written notification to the Board.
4.2. Members of the BaltHerNet commit themselves to:
4.2.1. complying with the BaltHerNet’s bylaws and home rules of its activity groups;
4.2.2. paying their membership dues by the appropriate deadlines;
4.2.3. informing the Board as to their contact address (collective members disclose their location and contact address). Upon a change of contact information, members agree to report it to the Board by the subsequent month (in order to have updated membership data files);
4.2.4. paying full year’s dues even in case the members intend to terminate their membership in the course of the year;
4.3. Extra financial charges (in addition to the annual membership dues) may be imposed only at a General Meeting, provided it is carried by a “for”vote from all BaltHerNet members.
V. GENERAL MEETING
5.1. The BaltHerNet reports in its activities to the General Meeting, convened by the Board at least once in a year.
5.2. Every institutional, individual, lifetime and honorary member is entitled to one vote.
5.3. The General Meeting is vested with the following rights and responsibilities:
5.3.1. to amend the bylaws;
5.3.2. to alter the objectives and goals;
5.3.3. to appoint the Board, auditors, and activity groups;
5.3.4. to determine the membership dues and regulate their collection;
5.3.5. to approve activity plans, budgets, and performance reports;
5.3.6. to decide upon transactions with the Council’s members; or launching claims against any of them, thereby appointing the members’ trustee;
5.3.7. to resolve other issues, unless the bylaws or legislation stipulate otherwise;
5.3.8. to terminate the BaltHerNet’s activities.
5.4. General Meetings of the BaltHerNet are convened by the Board:
5.4.1. to hear annual reports;
5.4.2. on a written proposal, for good cause, submitted by at least 1/10 of the BaltHerNet’s members;
5.4.3. in other circumstances according to the BaltHerNet’s requirements.
5.5. Announcements of a General Meeting will be issued on the BaltHerNet’s website not later than 8 weeks before the due date, indicating the date, meeting venue and the agenda. Regarding upcoming General Meetings, the Board is obliged to notify members in writing or by e-mail, not later than 6 weeks before the date.
5.6. The quorum of a General Meeting is 50 percent of the BaltHerNet’s membership, either in person or by proxy.
5.7. A General Meeting’s vote is carried, if over fifty percent of the BaltHerNet’s members participate (in person or by proxy), unless stipulated otherwise by the bylaws or the country’s legislation.
5.8. Amendments to the bylaws can be made by a two-thirds vote at a General Meeting.
5.9. Voting by proxy is possible, provided the voter has been informed about the agenda as stipulated in Article 5.5.
5.10. Voting can take place via mail by written ballot, without convening a General Meeting. The Board organizes, and is responsible for, election procedures.
5.11. The BaltHerNet `s working language is English. All documents, which for juridical reasons, are written in Estonian, shall be translated into English.
VI. BOARD
6.1. Everyday work of the BaltHerNet is run by its Board that consists of at least 5 members.
6.2. All Board members are appointed to office by a General Meeting, for the term of two years.
6.3. The manager of the Board is the BaltHerNet `s President.
6.4. The Board includes 2 vice-presidents, and a secretary-treasurer.
6.5. The president, vice-presidents, and secretary-treasurer shall be elected by the General Meeting.
6.6. The Board represents the BaltHerNet in all juridical matters.
6.7. All transactions whose value exceeds EEK 150 000 need prior approval by the General Meeting.
6.8. For a Board decision to take effect, a vote in favour from a majority of Board members is required.
6.9. The Board holds meetings at least twice in a year.
6.10. The Board can hold meetings via telephone connections or in a virtual meeting environment, provided all Board members are able to perfectly liaise with one another.
6.11. For its decisions, the Board can also arrange balloting via mail.
6.12. The Board:
6.12.1. runs the BaltHerNet’s regular activities, drawing on the bylaws and the General Meeting’s decisions;
6.12.2. develops the BaltHerNet’s action plan, budget, activity and accounting reports;
6.12.3. prepares and runs the BaltHerNet’s General Meetings;
6.12.4. disposes of the BaltHerNet’s property and represents the BaltHerNet in all juridical matters.
6.13. The Board supervises the BaltHerNet’s accounting in conformity with the Accounting Code in the Republic of Estonia.
6.14. At the end of the accounting period, the Board prepares the accounting annual report and the BaltHerNet annual report as stipulated by law.
6.15. Supervision of accounting in the BaltHerNet is vested to the 3-member audit panel consisting of a panel chair and two panel members.
6.16. Audit panel members are elected by the General Meeting for one year. Members’ tasks are confirmed by the audit panel’s decision.
6.17. Audit panel’s members are entitled to participate in Board meetings.
VII. MERGING, SPLITTING AND LIQUIDATION
7.1. Merging, splitting and liquidation of the BaltHerNet may take place according to the stipulations of law.
7.2. The BaltHerNet can be liquidated by Board members or by trustees appointed by the General Meeting.
7.3. Upon liquidating the BaltHerNet, its property will be transferred to the possession of the new non-profit organization set up to meet similar objectives and goals.