Statutes of the development fund of Tallinn University of Technology


1. General provisions

1.1 The Development Fund of Tallinn University of Technology (hereinafter the fund) is a legal person governed by private law with no members, which was established to administer and dispose of assets and to intermediate grants.
1.2 The seat of the foundation is Tallinn, the Republic of Estonia.
1.3 The fund has its own bank account.
1.4 The activities of the fund are guided by laws and other legislation and by these statutes.
1.5 The fund was founded by Tallinn University of Technology (hereinafter the university) for an indefinite period.
1.6 The fund is the legal successor of the Development Fund of the Tallinn University of Technology founded by the Tallinn University of Technology on 11.09.1991.
1.7 The fund’s financial year begins on January 1 and ends on December 31.

2. The objective and tasks of the fund

2.1 The objective of the fund is to contribute to the development of the university and its students.
2.2 The tasks of the fund are as follows:
2.2.1 intermediate grants (including ad hoc grants) for the development of the university in accordance with the development and action plans of the university;
2.2.2 issue scholarships and grants and finance research, development, and other programmes;
2.2.3 allocate the assets and money received as support to the fund in an economically expedient manner, taking into account the other tasks of the fund.

3. The procedure for transferring support and assets to the fund

3.1 In order to transfer support or assets to the fund, the fund’s management board may, by mutual agreement, conclude a support or asset transfer agreement with the provider of the support or asset (hereinafter referred to as the supporter), where all conditions related to the transfer of the support or asset are recorded.
3.2 The fund’s management board keeps a register of support and assets transferred to the fund, recording the value of each support and asset at the time of its transfer.
3.3 The fund’s management board informs the supporter, at the latter’s request, how the support and assets have been used.

4. Management of the fund

The governing bodies of the fund are the fund‘s management board (hereinafter the management board) and the fund’s council (hereinafter the council).

5. Management board

5.1 The management board manages and represents the fund. The management board consists of one to three members.
5.2 The management board shall submit an overview of the fund’s economic activities and economic status to the council at least once every four months.
5.3 Management board:
5.3.1 disposes of the funds and assets of the fund based on the budget approved by the council and decisions of the council;
5.3.2 prepares the fund’s budget and submits it to the council for approval;
5.3.3 organises the fund’s accounting;
5.3.4 prepares the annual activity report and accounts and submits them to the council for approval no later than four months after the end of the financial year, after having them inspected by the fund’s auditor;
5.3.5 after the end of the financial year, submits to the council a list of natural and legal persons who supported the fund during the year and the amount of support provided by each of them to the fund;
5.3.6 submits a proposal to the council for the appointment of an auditor.
5.4 The fund can be represented in all legal actions by the Chair of the Management Board or two members jointly.
5.5 The number of management board members and the members of the management board are appointed for up to three years. Changes in the composition of the management board members and the removal of management board members are decided by the council.
5.6 The council may remove a management board member at any time, regardless of the reason. The rights and obligations arising from the contract concluded with a member of the management board expire pursuant to the contract.
5.7 The management board member’s salary and its payment procedure are determined by the council. Contracts with management board members are concluded by the Chair of the Council.

6. Council

6.1 The council plans the fund’s activities and organises the fund’s management, and supervises the fund’s activities.
6.2 Council:
6.2.1 appoints and removes members of the management board;
6.2.2 adopts decisions on allocating money from the fund and disposing of the fund’s assets;
6.2.3 may examine all the documents of the fund;
6.2.4 checks the accuracy of accounting, the existence of assets, and the compliance of the fund’s activities with the law and the statutes;
6.2.5 represents the fund in disputes and transactions with a management board member;
6.2.6 approves the fund’s budget and annual accounts (annual activity report and accounts) submitted by the management board;
6.2.7 appoints the auditor of the fund;
6.2.8 may initiate changes to the statutes.
6.3 The council has seven members. A member of the management board, an auditor or a person with a similar economic interest may not be a member of the council.
6.4 The members of the council are appointed by the rector of the university (hereinafter the rector) as follows:
6.4.1 four members from among individuals chosen by themselves;
6.4.2 three members at the proposal of the management board of the non-profit association Alumni Council of the Tallinn University of Technology.
6.5 The mandate of a council member lasts for three years.
6.6 The council members elect a chair from among themselves who organises the council’s activities.
6.7 Council meetings are held as needed, but no less frequently than once a year. A meeting is called by the Chair of the Council or a member of the council substituting for him or her. A meeting of the council has a quorum if more than half of the members of the council participate.
6.8 A council meeting is convened if it is requested by a member of the council, the management board, an auditor, or the rector.
6.9 Minutes are taken of council meetings.
6.10 Each council member has one vote.
6.11 A majority of votes of the members of the council who participate in the meeting of the council is required to adopt a resolution of the council.
6.12 The council may adopt a resolution on the basis of a written vote without convening the members of the council. The resolution shall be deemed to be adopted if all council members vote in favour of it.
6.13 A council member does not take part in the voting if the voting is to decide whether to give approval to conclude an agreement between the fund and that member.
6.14 A council member can be removed by the court in the case provided by law and by the rector.
6.15 Members of the council are not remunerated for participating in the activities of the council.

7. The procedure for using and disposing of assets

7.1 Targeted support is used according to the wish of the supporter or the transferor of the asset, if this is not in conflict with laws and other legislation or these statutes.
7.2 Non-targeted support and assets are used to achieve statutory objectives and to maintain the fund.

8. Amendments to the statutes

These statutes may be amended by the rector.

9. Auditor

9.1 An auditor is appointed to audit the fund’s economic activity.
9.2 The auditor’s term of authority is one year.
9.3 The council may also appoint an auditor to check other transactions.

10. Termination

10.1 The decision to terminate the fund’s activities is taken by the rector or the court in accordance with the procedure provided by law.
10.2 Upon liquidation of the fund, the remaining assets will go to the university after the creditors’ claims have been satisfied.
10.3 The liquidator of the fund is appointed by the rector.