Articles of Association

ARTICLES OF ASSOCIATION OF NORTH ESTONIA MEDICAL CENTRE FOUNDATION

The articles of association of the North Estonia Medical Centre Foundation (hereinafter referred to as the Foundation) have been approved by the foundation resolution on 25 July, 2001. Amended by the directives of the Minister of Social Affairs on 15 July 2004, 28 May 2008, 13 January 2011, and 18 November 2014.

Chapter 1

GENERAL PROVISIONS

1. The name of the Foundation shall be North Estonia Medical Centre Foundation.

2. The seat of the Foundation shall be in Tallinn, the Republic of Estonia.

3. The Foundation shall be a legal person in private law whose activities shall be governed by the laws and other legislation of the Republic of Estonia and these articles of association.

4. The Foundation has been founded for an unspecified term.

5. The Foundation shall have no beneficiaries.

6. The documents of the Foundation shall indicate the name, official address, and registry code of the Foundation.

7. The financial year of the Foundation shall begin on 1 January and end on 31 December.

8. The bodies of the Foundation shall be the Supervisory Board and the Management Board.

Chapter 2

PURPOSE OF THE FOUNDATION

9. The purpose of the Foundation shall be to provide high quality specialised medical care and emergency medical care, to be a training base for health care professionals prior to the acquisition of the respective qualification and thereafter, and to conduct studies and research pertaining to health care through the administration and use of its property.

10. In order to achieve its purpose the Foundation shall:

1) provide outpatient and inpatient specialised and emergency medical care;

2) provide other services, if the provision thereof is not contrary to the law;

3) be the training base for health care professionals prior to the acquisition of the respective qualification and thereafter and also carry out training events pertaining to health care;

4) if necessary, carry out expert analyses;

5) develop, improve, and approve new diagnostic and treatment methods;

6) approve new medicines and medical equipment;

7) conduct and participate in health studies and perform methodical work related to health care;

8) cooperate with other providers of health care services, professional associations, and other institutions engaged in health care;

9) ensure that the services provided are of good quality and comply with the requirements established by law;

10) ensure the sustainable management of the hospitals of the Foundation;

11) perform other duties which are imposed on it by law or which are necessary to achieve the purpose of the Foundation;

12) if necessary, grant a loan to a legal person whose founder or co-founder is the Foundation, and ensure the obligations of such person.

Chapter 3

SUPERVISORY BOARD OF FOUNDATION

Part 1

Competence of Supervisory Board

11. The Supervisory Board shall be the body of the Foundation which plans the activities of the Foundation, organises the management of the Foundation, and supervises the activities of the Foundation.

12. The Supervisory Board shall:

1) upon the proposal of the Management Board, approve the three-year development plan of the Foundation;

2) approve the administrative structure of the Foundation;

3) upon the proposal of the Management Board, approve the annual budget and activity plan of the Foundation;

4) appoint and recall the members of the Management Board;

5) determine the terms and conditions of contracts of service to be entered into with the members of the Management Board;

6) upon the proposal of a member of the Management Board, decide on the imposition of the obligations of the member of the Management Board on a third party;

7) represent the Foundation in disputes and conclusion of transactions with a member of the Management Board, as well as with the persons whose representative or representative body’s member is a member of the Management Board of the Foundation;

8) if necessary, request that the Management Board give information on the activities and economic situation of the Foundation, prepare a management report or a balance sheet;

9) upon the proposal of the Management Board, approve annual accounts and management report within at least four months as of the end of the financial year, having previously heard out the opinion of the sworn auditor who audited the annual accounts;

10) if necessary, examine the documents of the Foundation, check the accuracy of accounting, existence of property, as well as compliance of the activities of the Foundation with the law and articles of association;

11) determine the number of auditors of the Foundation, appoint the auditor and determine the terms and conditions of the contract to be entered into with the auditor;

12) approve the rules and regulations for the Supervisory Board;

13) propose to the founder that amendments be made to the articles of association of the Foundation;

14) decide on the merger and division of the Foundation;

15) perform other duties imposed on it by law and these articles of association.

13. The consent of the Supervisory Board shall be required for the Management Board to enter into transactions which are beyond the scope of everyday economic activities, particular to enter into transactions which result in:

1) acquisition or termination of participation in limited liability companies;

2) transfer or encumbrance with a real right of immovables and registered movables;

3) taking of a loan;

4) granting of a loan, concluding a financial lease agreement or securing a debt obligation.

Part 2

Members of Supervisory Board

14. The Supervisory Board shall consist of 4–7 members. A member of the Supervisory Board shall be appointed and recalled by the executor of founder’s rights. They must appoint at least one member of the Supervisory Board on the proposal of the Minister of Finance. A member of the Supervisory Board is recalled by a written notice of the executor of founder’s rights. The number of the members of the Supervisory Board is determined on the basis of the objectives of the Foundation, the volume and economic situation of the assets, and the need to ensure the effective performance of the tasks of the Supervisory Board in planning and organising the activities of the Foundation, and supervising the activities of the Management Board.

15. The amount of remuneration paid to a member of the Supervisory Board is determined by the executor of founder’s rights and the members of the Supervisory Board are paid equal remuneration. Additional remuneration may be paid to a member of the Supervisory Board if they participate in the activities of the audit committee or other supervisory body referred to in the Auditors Activities Act. The remuneration of a member of the Supervisory Board shall be calculated on the basis of their participation in the meetings of the Supervisory Board and the activities of the Supervisory Board. A higher remuneration may be paid to the Chairman of the Supervisory Board. No compensation shall be paid to a member of the Supervisory Board upon their recalling from the Supervisory Board.

16. A member of the Supervisory Board shall be a natural person with active legal capacity.

17. A person may not be a member of the Supervisory Board if they have a material conflict of interest with the Foundation, the source of which may be, inter alia, that the person or a person related to them (spouse, parent, child, grandchild, or person connected to them through their household):

1) is a self-employed person engaged in the same economic activity as the Foundation and is not a co-founder of the Foundation;

2) is a partner of a general partnership or general partner of a limited partnership, engaged in the same economic activity as the Foundation, and they, or the general partnership or limited partnership where they are a partner, are not a co-founder of the Foundation;

3) has a qualifying holding in a company engaged in the same economic activity as the Foundation, and they, or the company where they are a partner or shareholder, are not a co-founder of the Foundation;

4) is a member of the management body of a company engaged in the same field of activity as the Foundation, except if it is a public undertaking, a company belonging to the same group as the company, or a company which is the co-founder of the Foundation;

5) has significant commercial interests related to a foundation established by the state; which are expressed, inter alia, in holding a qualifying holding in such a legal person or belonging to the management body of such a legal person who is a major seller or buyer or goods or a service provider or customer of a foundation established in that country.

18. The following persons shall also not be members of the Supervisory Board:

1) a member of the Management Board or an auditor and a person with an equivalent economic interest;

2) a person whose wrongful act or omission has led to the bankruptcy of a person;

3) a person whose wrongful act or omission has led to the revocation of an activity license granted to a legal person;

4) a person subject to prohibition on business;

5) a person whose wrongful act or omission has caused damage to a legal person;

6) a person who has been punished for an economic offence, official misconduct, or an offence against property;

7) a person who is bankrupt;

8) a person who is an employee of the Foundation.

19. The restrictions referred to in subclauses 18 (2–5) of these articles of association shall be valid for five years after the declaration of bankruptcy, revocation of the activity license, termination of the prohibition on business, or compensation for damage.

20. The prohibition referred to in subclause 18 (6) of these articles of association shall not apply to persons whose criminal records have been deleted from the criminal record.

21. The term of office of a member of the Supervisory Board shall be three years and it shall start from entry into force of the resolution appointing them to office.

22. The powers of a member of the Supervisory Board shall expire:

1) upon the lapse of three years from entry into force of the resolution appointing the person to the office of a member of the Supervisory Board;

2) when recalled prematurely, upon entry into force of the resolution recalling the member;

3) upon resignation, after one month from the day the Supervisory Board received the written resignation notice of the member of the Supervisory Board;

4) as of the day the participation of the person in the activities of the Supervisory Board became impossible for objective reasons.

23. A member of the Supervisory Board may resign on their own initiative if they notify the Supervisory Board thereof in writing at least 1 month in advance.

24. Upon termination of the authorities of a member of the Supervisory Board due to the expiry of the term of office, recall or resignation, the executor of founder’s rights shall appoint a new member of the Supervisory Board to office at least by the day the term of office of the previous member of the Supervisory Board expires. If the powers of a member of the Supervisory Board expire due to the fact that the participation of the person in the activities of the Supervisory Board became impossible for objective reasons, the executor of founder’s rights shall immediately appoint a new member of the Supervisory Board. The executor of founder’s rights shall not be obliged to appoint a new member of the Supervisory Board if after termination of the powers of a member of the Supervisory Board the requirement regarding the number of Supervisory Board members mentioned in article 14 hereof is complied with.

25. A member of the Supervisory Board may be appointed or recalled by court at the request of an interested party or at the court’s own initiative if a member of the Supervisory Board has not been appointed to office during the term specified in the articles of association, or has not been recalled in the circumstances prescribed in the articles of association.

Part 3

Chairman of Supervisory Board

26. The members of the Supervisory Board shall elect a chairman from among themselves who shall organise the activities of the Supervisory Board.

27. All the members of the Supervisory Board shall participate in the election of the chairman of the Supervisory Board. Upon insufficient representation the next meeting convened for the election of the chairman of the Supervisory Board shall have a quorum if at least 2/3 of the members of the Supervisory Board are present.

28. Upon absence of the chairman of the Supervisory Board, a person appointed by the chairman shall serve as a substitute for the chairman. If the chairman of the Supervisory Board has not appointed a substitute, the eldest member of the Supervisory Board shall serve as the substitute for the chairman.

29. The powers of the chairman of the Supervisory Board shall be valid until the expiry of the powers of the member of the Supervisory Board, resignation from the position of chairman, or until another member of the Supervisory Board is elected as the Chairman of the Supervisory Board by the Supervisory Board.

30. The chairman of the Supervisory Board shall:

1) call meetings of the Supervisory Board, determine the time, place and agenda of the meetings;

2) organise the adoption of resolutions without calling a meeting and inform of the resolutions adopted in such a manner;

3) chair the meetings of the Supervisory Board and propose the adoption of resolutions in matters within the competence of the Supervisory Board;

4) decide on the persons to be invited to the meetings of the Supervisory Board besides the members of the Supervisory Board and the chairman of the Management Board;

5) appoint the recording secretary of a meeting of the Supervisory Board;

6) on the basis of the resolution of the Supervisory Board, enter into contracts of service with the members of the Management Board on behalf and in the name of the Foundation;

7) communicate with the public and deliver opinions on behalf of the Supervisory Board;

8) represent the Foundation in other cases prescribed by law and these articles of association.

9) submit to the executor of founder’s rights and the Ministry of Finance the agenda of Supervisory Board meetings at least three working days before the meeting and a copy of the minutes with the meeting materials within one month of the meeting of the Supervisory Board;

10) submit to the executor of founder’s rights and the Minister of Finance upon the adoption of a Supervisory Board decision without calling a meeting the draft of the Supervisory Board decision at the same time when it is sent to the members of the Supervisory Board and the voting record or voting results within five working days after the vote.

31. If the Chairman of the Supervisory Board does not fulfil the obligations laid down in subclauses 30 (9) and (10) of these articles of association, the executor of founder’s rights may decide to suspend the payment of the Chairman of the Supervisory Board or reduce their remuneration in proportion to the period during which those obligations were not met.

Part 4

Meeting of Supervisory Board

32. The meetings of the Supervisory Board shall be ordinary and extraordinary. Ordinary meetings shall be held when necessary, but at least once every three months. An extraordinary meeting shall be called if a member of the Supervisory Board or the Management Board or an auditor demands this.

33. A meeting of the Supervisory Board shall be called by the chairman of the Supervisory Board who shall inform the members of the Supervisory Board of the meeting by e-mail. The members of the Supervisory Board shall be informed of the calling of an ordinary meeting at least 7 days in advance. The members of the Supervisory Board shall be informed of the calling of an extraordinary meeting at least 1 day in advance.

34. The notice calling the meeting of the Supervisory Board shall indicate:

1) the time and place of the meeting;

2) the agenda of the meeting;

3) other information and circumstances required by the rules and regulations of the Supervisory Board.

35. A meeting of the Supervisory Board shall have a quorum if more than half of the members of the Supervisory Board are present, unless the law or these articles of association prescribe a greater representation requirement. A member of the Supervisory Board may participate in a meeting of the Supervisory Board and exercise their rights by electronic means without being physically present at the meeting with real-time two-way communication or other similar electronic means which allow the member of the Supervisory Board to follow the meeting, speak up, and vote on decisions from afar.

36. If upon calling a meeting of the Supervisory Board the requirements of law or the articles of association have been violated, the Supervisory Board shall not be entitled to adopt resolutions, unless all the members of the Supervisory Board are present at the meeting.

37. Minutes shall be taken of the meetings of the Supervisory Board. A person appointed by the chairman of the Supervisory Board shall take the minutes of the meeting. The minutes shall be signed by all the members of the Supervisory Board present at the meeting (including those not present at the meeting but who cast their vote in the decision) and the recording secretary. The Supervisory Board follows the requirements on the basis of subsection 88 (3) of the State Assets Act regarding the minutes of the Supervisory Board meeting and the data to be entered in the minutes.

Part 5

Resolution of Supervisory Board

38. The Supervisory Board shall adopt resolutions at a meeting of the Supervisory Board. Each member of the Supervisory Board shall have one vote. A member of the Supervisory Board shall not be entitled to refuse to vote or remain undecided. The votes shall be open. Members of the Supervisory Board who are absent from the meeting may vote by transmitting their vote by any means which leaves a written record before the beginning of the meeting.

39. A resolution of the Supervisory Board shall be adopted if more than half of the members of the Supervisory Board present at the voting vote in favour of the resolution. In order to adopt the resolutions mentioned in subclause 12 (15) and in subclauses 13 (1–3) of these articles of association, it shall be necessary that 2/3 (two-thirds) of the members of the Supervisory Board who participated in the voting vote in favour of the resolutions. A unanimous decision of the members of the Supervisory Board is required for the adoption of the decision referred to in subclause 13 (4) of these articles of association. A decision to grant a loan to a foundation or conclude a finance lease agreement has been adopted by the Supervisory Board if all members of the Supervisory Board vote in favour of it.

40. The Supervisory Board may adopt resolutions without calling a meeting. In order to adopt a resolution without calling a meeting, the chairman of the Supervisory Board shall send a draft resolution to the members of the Supervisory Board and determine a term for written reply, which may not be shorter than seven days and longer than 14 days. The sender shall attach an explanation regarding the draft and reasons why it is practical to adopt the resolution without calling a meeting to the draft resolution.

41. A resolution made without calling a meeting shall be adopted if all the members of the Supervisory Board vote in favour of the resolution. The members of the Supervisory Board, who do not send a written reply by the deadline shall be considered to have voted against the draft resolution. The chairman of the Supervisory Board shall inform the members of the Supervisory Board of the resolutions put to a vote along with the content and voting results thereof either by e-mail or at the first meeting of the Supervisory Board following the deadline for written reply.

Chapter 4

MANAGEMENT BOARD OF FOUNDATION

Part 1

Competence of Management Board

42. The Management Board of the Foundation shall manage and represent the Foundation pursuant to the lawful orders of the Supervisory Board.

43. The Management Board shall:

1) at the end of each year prepare a three-year development plan of the Foundation and propose to the Supervisory Board that this be approved;

2) make proposals to the Supervisory Board concerning the administrative structure of the Foundation;

3) prepare the annual budget and activity plan of the Foundation and submit these to the Supervisory Board for approval;

4) approve the annual budget of the structural units of the Foundation;

5) adhere to the lawful orders of the Supervisory Board upon managing the Foundation;

6) enter on behalf of the Foundation into contracts and ask for the Supervisory Board’s approval for the conclusion of the transactions in cases mentioned in clause 13 in these articles of association;

7) represent the Foundation as an employer in disputes with third parties;

8) submit to the Supervisory Board every quarter an overview of the Foundation’s activities and economic situation of the previous quarter and immediately inform of the significant deterioration of the economic situation of the Foundation and other important circumstances related to the activities of the Foundation, and give the Supervisory Board necessary information on the management of the Foundation;

9) submit an application for changing the information entered in the register regarding the Foundation;

10) approve the rules of organisation of work, the procedure of administration, and the internal rules of accounting of the Foundation;

11) organise the accounting of the Foundation;

12) monitor the execution of the budgets and adherence to the plan for distribution of expenditure of the Foundation and its structural units;

13) prepare and sign the annual report and management report of the Foundation, submit these to the auditor for audit and thereafter, within four months from end of the financial year at the latest, to the Supervisory Board for approval and after the Supervisory Board has approved the reports, submit the reports to the register within six months from the end of the financial year at the latest;

14) submit to the Ministry of Finance and the National Audit Office within four months after the end of the financial year a copy of the audited and approved annual report. The report provides an overview on how the Supervisory Board has organised, managed, and supervised the activities of the Foundation during the reporting period and shows the amount of money paid to the members of the Supervisory Board and Management Board during the financial year. The founder of the Foundation has the right to request the report and overview for examination at the same date;

15) if necessary, request that a meeting of the Supervisory Board be called;

16) establish the criteria for selecting employees and rules for their remuneration;

17) if necessary, form committees and determine the size, composition, and duties thereof;

18) approve the rules and regulations of the Management Board;

19) ensure the functioning of the internal control system;

20) perform other duties which are necessary for achieving the purpose of the Foundation or which have been imposed on it by law, these articles of association, or a resolution of the Supervisory Board.

44. The chairman of the Management Board shall be entitled to represent the Foundation in all legal acts alone and other members of the Management Board all together. Upon the proposal of a member of the Management Board, the Supervisory Board may impose the obligations of the member of the Management Board on a third party.

45. A member of the Management Board shall not be entitled to conclude transactions with themselves or with persons whom they represent or whose representative body they are a member of; a member of the Management Board is also not entitled to conclude transactions which would give reason to suspect them of relations involving the risk of corruption.

Part 2

Members of Management Board

46. The Management Board has 2–3 members, one of whom is the Chairman of the Management Board. The Chairman of the Management Board is appointed by the Supervisory Board on the basis of the results of a public competition organised for the purpose of finding the Chairman of the Management Board. Members of the Management Board are appointed by the Supervisory Board on the proposal of the Chairman of the Management Board. On the proposal of the Chairman of the Management Board, the Supervisory Board shall also determine the area of responsibility of a member of the Management Board.

47. The Supervisory Board may, on its own initiative or on a proposal from the Chairman of the Management Board, recall a member of the Management Board, regardless of the reason, before the expiry of their term of office by its decision. The rights and obligations arising from a service contract with a member of the Management Board shall expire in accordance with the employment contract.

48. A member of the Management Board may receive severance pay only upon recall at the initiative of the Supervisory Board or on the proposal of the Chairman of the Supervisory Board before the expiry of their term of office. The severance pay may be paid in the amount of up to three months’ salary at the time of the recall of the member of the Management Board.

49. The Chairman of the Supervisory Board shall conclude a service contract on behalf of the Foundation with the Chairman and other members of the Management Board.

50. Members of the Management Board may be remunerated only on the basis of a contract of employment with them. If a member of the Management Board performs, in addition to the tasks of the member of the Management Board of the Foundation, other tasks necessary for the Foundation, they may be remunerated for these tasks only if provided for in a service contract with the member of the Management Board. A member of the Management Board may be remunerated additionally on the basis of the performance of their work. The amount of the additional remuneration must be justified, taking into account the achievement of the objectives set for the Foundation. The total amount of additional remuneration paid during the financial year may not exceed the fourfold average monthly fee paid to the member of the Management Board in the previous financial year.

51. A member of the Management Board must be a person with active legal capacity and have an academic degree. The residence of at least half of the members of the Management Board must be in Estonia.

52. A person may not be a member of the Management Board if they have material conflict of interest with the Foundation, the source of which may be, inter alia, that the person or a person related to them (spouse, parent, child, grandchild, or person connected to them through their household):

1) is a self-employed person engaged in the same economic activity as the Foundation and is not a co-founder of the Foundation;

2) is a partner of a general partnership or general partner of a limited partnership, engaged in the same economic activity as the Foundation, and they, or the general partnership or limited partnership where they are a partner, are not a co-founder of the Foundation;

3) has a qualifying holding in a company engaged in the same economic activity as the Foundation, and they, or the company where they are a partner or shareholder, are not a co-founder of the Foundation;

4) is a member of the management body of a company engaged in the same field of activity as the Foundation, except if it is a public undertaking, a company belonging to the same group as the company, or a company which is the co-founder of the Foundation;

5) has significant commercial interests related to a foundation established by the state; which are expressed, inter alia, in holding a qualifying holding in such a legal person or belonging to the management body of such a legal person who is a major seller or buyer of goods or a service provider or customer of a foundation established in the state.

53. The following persons may not be members of the Management Board:

1) a person whose wrongful act or omission has led to the bankruptcy of a person;

2) a person whose wrongful act or omission has led to the revocation of an activity license granted to a legal person;

3) a person subject to prohibition on business;

4) a person whose wrongful act or omission has caused damage to a legal person;

5) a person who has been punished for an economic offence, official misconduct, or an offence against property;

6) a person who is a member of the Supervisory Board of the Foundation;

7) a person who is the auditor of the Foundation;

8) a person who is bankrupt.

54. The restrictions referred to in subclauses 53 (1–4) of these articles of association shall be valid for five years after declaration of bankruptcy, revocation of the activity license, termination of the prohibition on business, or compensation for damage.

55. The prohibition referred to in subclause 53 (5) of these articles of association shall not apply to persons whose criminal records have been deleted from the criminal record.

56. The term of office of the Chairman of the Management Board and the member of the Management Board shall be five years and they become valid from the decision to appoint them as a member of the Management Board, unless otherwise specified in the decision itself. The Supervisory Board may prescribe a shorter term of authority when appointing a member of the Management Board.

57. The powers of a member of the Management Board shall expire:

1) upon the lapse of five years from entry into force of the resolution appointing the person to the office of a member of the Management Board or, if the Supervisory Board has provided for a shorter term of office upon the appointment of a member of the Management Board, upon expiry of that period;

2) when recalled, upon entry into force of the resolution recalling the member;

3) upon resignation, after one month from the day the Supervisory Board received the written resignation notice of the member of the Management Board;

4) as of the day the participation of the person in the activities of the Management Board became impossible for objective reasons.

58. A member of the Management Board may resign on their own initiative if they notify the Supervisory Board thereof in writing at least one month in advance.

59. Upon termination of the powers of a member of the Management Board due to the expiry of the term of office, recall, or resignation, the Supervisory Board shall appoint a new member of the Management Board to office at least by the day the term of office of the previous member of the Management Board expires. If the powers of a member of the Management Board expire due to the fact that the participation of the person in the activities of the Management Board became impossible for objective reasons, the Supervisory Board shall appoint a new member of the Management Board within a reasonable term but at least within one month from the day mentioned in subclause 57 (4) of these articles of association. The Supervisory Board shall not be obliged to appoint a new member of the Management Board if even after the termination of the powers of a member of the Management Board the requirement regarding the number of Management Board members mentioned in article 46 hereof is complied with.

Part 3

Chairman of Management Board

60. The members of the Management Board shall elect a chairman from among themselves who shall organise the activities of the Management Board.

61. Upon absence of the chairman of the Management Board a person appointed by the chairman shall serve as a substitute for the chairman. If the chairman of the Management Board has not appointed a substitute, the eldest member of the Management Board shall serve as the substitute for the chairman. If the chairman of the Management Board has not been elected from among the members of the Management Board, the eldest member of the Management Board shall perform the duties of the chairman.

62. The chairman of the Management Board shall:

1) determine the areas of activity and responsibility of the members of the Management Board;

2) appoint a member of the Management Board who replaces them during the temporary absence of the member of the Management Board;

3) call the meetings of the Management Board; determine the place of the meeting and issues to be discussed at the meeting;

4) appoint the recording secretary of the meeting of the Management Board and sign the minutes of the meeting of the Management Board;

5) propose to the Supervisory Board that a member of the Management Board be appointed or recalled and to determine the area of responsibility of the member of the Management Board;

6) propose to the Supervisory Board that contracts of service be entered into with the members of the Management Board;

7) give the Supervisory Board their opinion on establishment of the remuneration of the chairman and the members of the Management Board and monthly limit of expenses to be compensated for;

8) participate in the meetings of the Supervisory Board;

9) communicate with the public and third parties and deliver opinions in the name of the Management Board and the Foundation.

Part 4

Meeting and Resolution of Management Board

63. The Management Board shall adopt resolutions at a meeting of the Management Board. The meetings of the Management Board shall be ordinary and extraordinary. Ordinary meetings shall be held at least once a month. Extraordinary meetings shall be held when necessary or when demanded by the Supervisory Board or at least two members of the Management Board.

64. The members of the Management Board shall be informed of the ordinary meeting in writing or by e-mail at least 24 hours in advance. The members of the Management Board shall be informed of an extraordinary meeting in writing, by e-mail, or by phone at least two hours in advance. An extraordinary meeting may be held by the members of the Management Board via means of distance communication.

65. A meeting of the Management Board shall have a quorum if all the members of the Management Board have been called as required and more than half of the members of the Management Board are present at the meeting. A resolution shall be adopted if over a half of the members of the Management Board with the right to vote are in favour. The votes shall be open.

66. Minutes shall be taken of the meeting of the Management Board by a person appointed by the chairman of the Management Board. The minutes shall be signed by the chairman of the Management Board and the recording secretary.

Chapter 5

BUDGET AND FINANCIAL PLAN OF THE FOUNDATION

67. A balanced budget is drawn up for all the Foundation’s revenue and expenditure which must correspond to the Foundation’s financial plan, the budget position rules set out in section 6 of the State Budget Act, the net debt burden rule specified in section 10, and the restrictions imposed under section 11.

68. Every year, the Foundation prepares and submits to the executor of founder’s rights a financial plan in accordance with the requirements provided for in the State Budget Act, which is the basis for drawing up the Foundation’s budget.

Chapter 6

PROPERTY OF FOUNDATION

69. The following shall form the property of the Foundation:

1) property transferred to the Foundation under the foundation resolution;

2) proceeds from the sale of health care services and services related to health care;

3) proceeds received by the Foundation from the performance of other contracts or in any other manner due to their activities;

4) allocations from state and local governments’ budgets intended for a specific purpose;

5) donations, grants, and other proceeds from third parties;

6) other proceeds.

70. The property of the Foundation shall only be used for achieving the Foundation’s purpose. The property of the Foundation shall be possessed, used, and disposed of by the Management Board pursuant to the procedure prescribed by the law and these articles of association considering the restrictions arising from the resolutions of the Supervisory Board, these articles of association, and the law.

71. The Foundation keeps all its funds in the Ministry of Finance, makes payments from the funds through the Ministry of Finance, and may hold an account with a credit or financial institution only with authorisation from the Ministry of Finance.

72. Property transferred to the Foundation shall be accepted by the Management Board by an instrument of delivery and receipt which shall indicate information on the transferor and the receiver, time of transfer, composition and value of the property, and upon transfer of real estate, also information on the accessories, condition, manner of use, and deficiencies of the property, and the need for a notation to be entered in the land register.

73. In a contract of for the free acquisition of an immovable or the right of superficies, the Foundation shall undertake to use the property in accordance with the intended purpose and assumes the duty to pay contractual penalties in accordance with the procedure provided in the State Assets Act.

74. The Management Board shall appraise the value of non-monetary means, perform operations necessary to transfer the property to the ownership of the Foundation, and prepare necessary documents. Monetary funds to be transferred to the Foundation shall be transferred to the bank account of the Foundation. The Foundation shall not accept property which is not in compliance the law, good morals, or the purpose of the Foundation.

75. A contract shall be entered into with a transferor of the property transferred to the Foundation for a specific purpose if the transferor so desires; the contract shall set out lawful requirements of the transferor regarding the manner of use and purpose of the property. A report on the use of the property shall be presented to the transferor of property if the latter so demands.

Chapter 7

AUDITOR, INTERNAL AUDITOR, AND SPECIAL AUDIT

76. The auditor of the Foundation shall be appointed and recalled by the Supervisory Board of the Foundation. The Foundation may have several auditors. In order to appoint an auditor, the consent of the auditor shall be necessary. The contract to be entered into with the auditor shall set out the grounds for recall of the auditor, exact term of the auditor’s powers, and remuneration. An auditor may be appointed for a single audit or for a term of three years.

77. The Board establishes the position of Internal Auditor. The Management Board has the right to abandon the establishment of the Internal Auditor’s office if, in the Supervisory Board’s opinion, it may be economically feasible. The decision of the Supervisory Board to this effect must be approved in advance by the person exercising the founder’s rights of the Foundation.

78. The executor of the founder’s rights in the Foundation has the right to request a special audit and use a structural unit of the institution managed by them.

Chapter 8:

AMENDMENTS TO ARTICLES OF ASSOCIATION

79. The articles of association may be amended by the founder. The Supervisory Board may propose that amendments be made to the articles of association.

80. The articles of association may only be amended in order to take into account the changed circumstances, and considering the purpose of the Foundation. The purpose of the Foundation and this chapter of the articles of association may not be amended.

Chapter 9

MERGER, DIVISION, AND DISSOLUTION

81. The merger and division of the Foundation shall be decided by the Supervisory Board of the Foundation. The dissolution of the Foundation shall be decided by the founder.

82. The Foundation may merge with another foundation if the purposes of both of them are similar and the merger is also permitted under the other foundation’s articles of association.

83. The merger of the Foundation shall only be permitted if it is necessary to better achieve the purpose of the Foundation.

84. The use of the name of the Foundation – North Estonia Medical Centre– shall be decided under separate agreement to be entered into upon division or merger.

85. The Foundation shall be dissolved pursuant to the procedure set out by law. The founder may decide to dissolve the Foundation if the purpose of the Foundation has been achieved or the achievement of the purpose has become impossible.

86. The property remaining after satisfying all the claims of creditors upon dissolution of the Foundation shall be transferred to the Republic of Estonia who shall use the property in accordance with the purposes of the Foundation as much as possible.