The Articles of Association of the non-profit association Jalgpalliklubi Vändra Vaprus (hereinafter the Articles of Association) were adopted with the Memorandum of Association on 28 September 2009.
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1.1. The name of the non-profit association (hereinafter the “Club”) is Jalgpalliklubi Vändra Vaprus.
1.2. The registered location of the Club is Vändra borough and its area of activity is Pärnu County.
1.3. The Club is a private legal entity operating in the public interest as a non-profit association. It brings together athletes, coaches and other football enthusiasts and, in its activities, is guided by the laws of the Republic of Estonia and these Articles of Association.
1.4. The Club operates on a charitable basis in relation to its target group.
1.5. The Club provides its target group (mainly students referred to in clause 3.1) primarily with free training and other support for the development of their physical fitness and participation in competitions, friendly matches, etc.
2.1. The objectives of the Club are:
2.1.1. organising football training for young people and adults and bringing together football enthusiasts;
2.1.2. organising football competitions and other football-related events;
2.1.3. promoting football and healthy lifestyles;
2.1.4. organising training camps, educational seminars and courses with a duration of up to six months;
2.1.5. awarding scholarships.
2.2. The primary activity of the Club is not the generation of income through economic activities, and the principles of its activities are:
2.2.1. equality of members' voting rights;
2.2.2. voluntary and non-transferable membership;
2.2.3. members shall have only those obligations towards the Club that arise from these Articles of Association;
2.2.4. members have the right to leave the Club upon submission of an application.
2.3. The Club may possess proprietary and non-proprietary rights and assume obligations. It has an independent balance sheet, its own symbols and seal.
2.4. The Club is liable for the fulfilment of its obligations with all of its assets.
2.5. The financial year of the Club begins on 1 January and ends on 31 December.
3.1. The Club's principal membership target group consists of students who are interested in and have a need to develop themselves in the field of football, as well as volunteer coaches and other support staff who wish to contribute to the development of young people and, through their activities, support the development of football in Estonia.
3.2. The Club must have at least two members. Both natural and legal persons may be members of the Club.
3.3. The members of the Club are divided into active members, junior members and supporting members.
3.3.1. An active member of the Club may be a natural person of at least eighteen (18) years of age who wishes to participate in the activities of the Club, complies with these Articles of Association and actively participates in the activities of the Club.
3.3.2. A junior member of the Club may be a natural person under eighteen (18) years of age who wishes to participate in the activities of the Club, complies with these Articles of Association and actively participates in the activities of the Club.
3.3.3. A supporting member of the Club may be a legal or natural person from the Republic of Estonia or another country who wishes to participate in the activities of the Club, complies with these Articles of Association and actively contributes to the implementation of the Club's objectives.
3.4. Admission to membership of the Club shall be decided by the Management Board on the basis of a written application submitted by the applicant, no later than within one month from the date on which the application is received.
3.5. Members of the Club shall pay an admission fee and membership fee in the amount and according to the procedure established by the General Meeting. The amount of the admission fee and membership fee for junior members shall be determined by the Management Board. The Management Board may exempt junior members and supporting members who are natural persons from the membership fee. The membership fee for active members shall be equal. Admission fees and membership fees shall not be refunded upon withdrawal or exclusion from the Club.
3.6. The relationship between the Club and a legal person who is a supporting member may additionally be regulated by an agreement. A legal person who is a supporting member participates in the activities of the Club through its representatives.
3.7. A member may withdraw from the Club by giving at least one (1) month's written notice. The written application shall be submitted to the Management Board of the Club.
3.8. Membership in the Club and the exercise of membership rights may not be transferred or inherited. In the event of the death of a member who is a natural person or the dissolution of a member who is a legal person, that member's membership in the Club shall terminate. In the event of the transformation of a legal person, membership shall continue in the manner provided by law.
3.9. A person whose membership in the Club has terminated shall have no rights to the assets of the association.
4.1. The rights and obligations of a member of the Club arise from the date on which the member is admitted to the Club.
4.2. An active member of the Club has the right to:
4.2.1. participate in all events and activities of the Club;
4.2.2. participate in the General Meeting of the Club personally or through a representative on the basis of a simple written authorisation;
4.2.3. participate in the activities of the Club with decision-making voting rights;
4.2.4. elect and be elected to the governing, supervisory and other elected bodies of the Club;
4.2.5. use the property of the Club in accordance with the procedure established by the Club;
4.2.6. use the symbols of the Club in accordance with the established procedure;
4.2.7. receive information about the activities of the Club and the decisions of the Management Board.
4.3. A junior member of the Club has all the rights of an active member, except for the right to participate in the activities of the Club with voting rights and to be elected to the governing, supervisory or other elected bodies of the Club.
4.4. Members of the Club are required to:
4.4.1. comply with the Articles of Association, internal rules and the decisions and requirements of the General Meeting and Management Board;
4.4.2. participate in ordinary and extraordinary General Meetings and, if elected to any elected body, participate in the work of that body;
4.4.3. comply with the principles of sports ethics;
4.4.4. use the property of the Club prudently and for its intended purpose;
4.4.5. maintain the good reputation of the Club through their activities and conduct and support the objectives and principles of the Club;
4.4.6. participate in the activities of the Club.
4.5. A junior member of the Club is not required to participate in ordinary or extraordinary General Meetings.
4.6. The following measures may be applied to members of the Club who violate the requirements of these Articles of Association:
4.6.1. by decision of the Management Board, the right to use the property of the Club may be suspended for up to six months;
4.6.2. by decision of the General Meeting, a member may be excluded from the Club.
4.7. The application of a measure must be formalised in writing as a decision of the Management Board, and the member to whom the measure is applied must be notified of the decision in writing without delay.
5.1. The highest governing body of the Club is the General Meeting of its members. The General Meeting shall adopt decisions on all matters of the Club that have not been assigned to the competence of the Management Board.
5.2. The competence of the General Meeting includes:
5.2.1. adoption, amendment and supplementation of the Articles of Association;
5.2.2. amendment of the objectives of the Club (merger, division, termination of activities, etc.);
5.2.3. deciding on the admission of members and exclusion of members from the Club;
5.2.4. electing members of the governing bodies by name, recalling them, and approving the number of members of the governing body;
5.2.5. determining the remuneration of the Chairperson of the Management Board;
5.2.6. evaluating the activities of the Club;
5.2.7. approving the annual report;
5.2.8. determining the amount and payment procedure of admission and membership fees;
5.2.9. approving the disposal or encumbrance with a real right of the Club's immovable property or movable property entered in a register and approving the corresponding conditions;
5.2.10. deciding on transactions with members of the Management Board or another body, submitting claims against them and appointing a representative of the Club in such transactions or claims.
5.3. General Meetings are either ordinary or extraordinary.
5.3.1. Ordinary General Meetings shall be convened by the Management Board as necessary, but at least once a year in accordance with applicable legislation.
5.3.2. An extraordinary General Meeting shall be convened by the Management Board within fifteen (15) days of receiving a written application if requested by one tenth (1/10) of the members of the Club or by a member of the Management Board.
5.3.3. The Management Board is required to give at least seven (7) days' written notice of an extraordinary General Meeting. The notice must specify the time, place and proposed agenda of the General Meeting.
5.3.4. Minutes shall be drawn up for the General Meeting and signed by the chairperson of the meeting and the person taking the minutes.
5.3.5. Decisions of the General Meeting shall be adopted by a majority of more than half of the votes. Decisions concerning amendment or supplementation of the Articles of Association, merger, division or termination shall be adopted by a two-thirds (2/3) majority of the participants in the General Meeting.
5.3.6. The General Meeting has a quorum if more than half of the members of the Club or their representatives participate. If the required number of members does not attend the General Meeting, it must be reconvened no later than within three (3) weeks. A reconvened General Meeting has decision-making authority regardless of the number of members present, provided that at least two (2) members of the Club are present.
5.3.7. The General Meeting is competent to adopt decisions on matters that were announced when the meeting was convened. Decisions on matters that were not announced when the General Meeting was convened may be adopted if all members of the Club participate in or are represented at the General Meeting.
5.3.8. If the requirements of law or these Articles of Association have been violated when convening the General Meeting, the decisions of the General Meeting shall be null and void, except where all members of the Club are represented. A decision of the General Meeting that is contrary to law or these Articles of Association may be annulled by a court upon application by a member of the Club if the application is submitted within three (3) months after the decision of the General Meeting was made.
5.4. The activities of the Club are coordinated by a Management Board consisting of one (1) to five (5) members.
5.5. The competence of the Management Board includes:
5.5.1. electing the Chairperson of the Management Board;
5.5.2. preparing the General Meetings of the Club and implementing their decisions;
5.5.3. hiring and dismissing paid employees;
5.5.4. resolving day-to-day matters within the limits established by law and these Articles of Association;
5.5.5. preparing activity plans and the budget and presenting them to the General Meeting;
5.5.6. organising and coordinating external relations;
5.5.7. approving designs and statutes relating to the Club's symbols;
5.5.8. opening accounts with credit institutions, concluding agreements and issuing powers of attorney;
5.5.9. representing the Club in all legal acts, whereby the Chairperson of the Management Board may represent the Club individually in all legal acts, while other members of the Management Board may represent the Club only jointly;
5.5.10. organising the accounting of the Club in accordance with the Accounting Act.
5.6. The term of office of the Management Board begins on the date of election and lasts for up to five (5) years.
5.7. The Chairperson of the Management Board shall convene and conduct meetings of the Management Board as necessary, but not less frequently than once every three (3) months.
5.8. The Management Board is competent to adopt decisions if more than half of the members of the Management Board participate in the meeting. Decisions shall be adopted by a simple majority. Minutes shall be drawn up for meetings of the Management Board and signed by all members of the Management Board who participated in the meeting.
5.9. Members of the Management Board shall be jointly and severally liable for failure to perform, or improper performance of, obligations within their competence. A member of the Management Board shall be released from liability if a dissenting opinion concerning the decision adopted by the Management Board has been recorded in the minutes, or if the member was absent from the meeting of the Management Board for a valid reason (illness, business trip, work commitments, etc.). Approval of a decision of the Management Board by the General Meeting releases the Management Board from liability.
6.1. The funds and property of the Club consist of:
6.1.1. tuition fees, admission fees and membership fees;
6.1.2. donations from natural and legal persons;
6.1.3. grants from local government budgets;
6.1.4. state grants or grants from regional and international federations;
6.1.5. income-generating events organised to achieve the objectives of the Club, sponsorship and advertising agreements concluded at market value in connection with events and matches, lotteries and prediction competitions, income received, interest income and other receipts.
6.2. The funds and property of the Club belong to the Club and shall be used and disposed of for the achievement of the objectives of the Club in accordance with applicable legislation and these Articles of Association.
6.3. The Club shall not be financially liable for the financial obligations of its members, and the members shall not be financially liable for the obligations of the Club.
6.4. The Club shall not distribute property, donations or financial or other benefits to its founding members, members of its governing or supervisory bodies, or persons who have made donations.
7.1. The merger and division of the Club shall take place in accordance with the procedure provided by law if approved by two-thirds (2/3) of the members or their representatives participating in the General Meeting.
7.2. The activities of the Club shall terminate:
7.2.1. by decision of the General Meeting;
7.2.2. by court decision;
7.2.3. if fewer than two (2) members remain in the Club and the number of members has not increased to two (2) within two months;
7.2.4. upon the commencement of bankruptcy proceedings against the Club or in other cases provided by law.
7.3. Upon termination of the Club, liquidation shall be carried out in accordance with the procedure provided by law. The members of the Management Board shall act as liquidators.
7.4. Upon termination of the Club, its assets shall be liquidated or transferred to a non-profit association included in the list of non-profit associations eligible for income tax incentives.
7.5. After all claims of creditors have been satisfied and funds for known creditors who have not submitted their claims have been deposited, the remaining assets shall be transferred to a non-profit association included in the list of non-profit associations eligible for income tax incentives or to a legal person governed by public law.