1. GENERAL PROVISIONS
1.1. The Estonian Association of Cognitive and Behaviour Therapy (hereinafter referred to as the Association) is a national non-profit association of specialists engaged in the field of methods of cognitive and behavioural psychotherapy which operates on the basis of the authority of its members to develop cognitive and behaviour therapy and further training related to the field.
1.2. The Association was founded on 15 May 1990 in Laulasmaa and it is called Eesti Kognitiivse ja Käitumisteraapia Assotsiatsioon in Estonian. In addition, the informal English name Estonian Association of Cognitive and Behaviour Therapy may be used.
1.3. The seat of the Association is in Tartu, the Republic of Estonia.
1.4. As a non-profit association, the association is a legal person. It has a bank account, a seal with its name on it, symbols and other paraphernalia. It acts on its own behalf as a plaintiff and defendant in courts and courts of arbitration. In its activities, the Association adheres to the legislation in force and these Articles of Association (hereinafter referred to as the Articles of Association).
1.5. The Association is liable for the performance of its obligations with all of its assets. Members of the Association are not liable for the obligations of the Association or its members. The property of the Association is made up of the following, among others:
1.5.1. entry and membership fees;
1.5.2. property donations and appropriations;
1.5.3. income obtained from the organisation of fee-charging events held in aid of the objectives of the Articles of Association;
1.5.4. other revenue required for the development of the activities set forth in the Articles of Association.
1.6. The Association has been founded for an unspecified term.
2.1. The objectives of the activities of the Association are:
2.1.1. the development of scientific and practical activities in the field of cognitive and behaviour therapy in Estonia;
2.1.2. the organisation of systematic training for its members so that they can receive an education and obtain a licence corresponding to the standards of the European Association for Behavioural and Cognitive Therapies.
2.2. In order to achieve its objectives, the Association:
2.2.1. regularly organises educational introductory sessions for those interested in cognitive and behaviour therapy and theoretical basic training as well as supervision of practical work for its members;
2.2.2. organises scientific conferences and workshops;
2.2.3. publishes educational materials;
2.2.4. keeps records of its members’ competencies in the field of cognitive and behaviour therapy, organises further training related to the field as well as examinations and accreditation procedures and issues certificates.
2.3. The Association may enter into any and all transactions necessary to achieve the objective of its activities, among others the following:
2.3.1. independently possess, use and dispose of all the property belonging to it;
2.3.2. open bank accounts at credit institutions in the Republic of Estonia and abroad and obtain credit from banks.
2.4. The Association does not aim to obtain material income and distribute it among its members. The Association only uses its income to achieve the objectives specified in the Articles of Association.
3. MEMBERS OF THE ASSOCIATION AND THEIR RIGHTS AND OBLIGATIONS
3.1. The members of the Association include psychologists and doctors who have completed basic training in cognitive and behaviour therapy, recognise the Articles of Association and fulfil obligations of membership.
3.2. A member of the Association has the right to:
3.2.1. participate in the general meeting of the members of the Association and vote;
3.2.2. be elected to the managing bodies of the Association;
3.2.3. participate in events organised by the Association on preferential terms;
3.2.4. receive publications and materials of the Association free of charge;
3.2.5. receive information concerning the Association’s activities from the Management Board of the Association and, inter alia, make proposals, view documents, make inquiries and participate in meetings of the Management Board as an observer.
3.3. A member of the Association is required to:
3.3.1. meet the requirements of the Articles of Association;
3.3.2. abide by the decisions of the General Assembly of members and the Management Board of the Association;
3.3.3. pay the membership fee in accordance with the prescribed procedure.
3.4. The Management Board of the Association maintains a register of members of the Association where the following information is entered:
3.4.1. first name and surname;
3.4.2. personal identification code (date of birth in the case of natural persons with no personal identification code);
3.4.3. place of residence;
3.4.4. the time and basis of the beginning and end of membership in the Association.
3.5. Membership in the Association is not transferable or inheritable.
3.6 Persons with achievements of special merit in promoting cognitive and behaviour therapy in Estonia may be elected as honorary members of the Association (see the Annex).
4. CONDITIONS OF AND PROCEDURE FOR ADMISSION OF MEMBERS OF THE ASSOCIATION
4.1. A relevant written application must be submitted to the Management Board of the Association in order to become a member of the Association.
4.2. Admission of members is decided by the Management Board of the Association.
4.3. The date of the acceptance of a member is deemed as being the date of making the respective decision by the Management Board. If a person is not accepted as a member of the Association, the decision must include the reason that serves as the basis for the refusal. A copy of the relevant decision is sent to the person who was not accepted as a member of the Association within 10 days of the date of adoption of the decision.
4.4. A person who was not accepted as a member of the Association may contest the Management Board’s relevant decision pursuant to the procedure and within the term laid down in the law.
5. TERMINATION OF MEMBERSHIP IN THE ASSOCIATION
5.1. A member of the Association may leave the Association on the basis of a written application submitted to the Management Board provided that their obligations towards the Association have been performed.
5.2. In the case referred to in clause 5.1., a member is deemed to have left the Association as of the end of the current financial year, unless the Management Board of the Association decides otherwise.
5.3. Membership in the Association ends upon the death of a member who is a natural person and on any other basis provided by law.
5.4. A member may be excluded from the Association on the basis of a decision of the Management Board if they have not paid the membership fee for two years, have violated the Articles of Association or damage the Association to a significant extent or on any other basis provided by law. In this case, the member is deemed to have been excluded from the Association as of the adoption of such a decision, unless a later date is determined in the decision.
5.5. A copy of the decision on exclusion of a member from the Association must be sent to the member who is excluded from the Association within 10 days of the day of adoption of the decision.
5.6. A person who was excluded from the Association may contest the decision of exclusion pursuant to the procedure and within the term laid down in the law.
6. GENERAL ASSEMBLY
6.1. The higher managing body of the Association is the General Assembly of members (general meeting) (hereinafter referred to as the General Assembly).
6.2. The General Assembly has exclusive authority with regard to:
6.2.1. amendment and supplementing of the Articles of Association;
6.2.2. approving the annual report and budget and the report on its implementation;
6.2.3. appointing and removing members of the Management Board and the Audit Committee and determining their number, term of authority, competence and the bases and procedure for remuneration and the procedure for election;
6.2.4. deciding on the dissolution, merger or division of the Association;
6.2.5. deciding on joining another association;
6.2.6. resolving complaints filed in connection with the activities or decisions of the Management Board of the Association;
6.2.7. deciding on the amount and payment procedure of the joining fee and membership fee;
6.2.8. deciding on other matters which are not placed in the authority of the Management Board of the Association pursuant to law or the Articles of Association.
6.3. An ordinary General Assembly is convened by the Management Board of the Association at least once a year.
6.4. An extraordinary General Assembly is convened by the Management Board of the Association if it is required in the interests of the Association and requested by at least 1/10 of the members of the Association.
6.5. The Management Board of the Association must notify members of the convention of a General Assembly at least seven days in advance. The notice concerning the convention of a General Assembly must include its time and place as well as the agenda. If the Management Board has not convened the General Assembly by the term prescribed, the members of the Association are entitled to call the meeting pursuant to the same procedure as the Management Board.
6.6. The General Assembly has a quorum if 30% of the members participate or are represented. A member of the Association may only be represented by another member on the basis of an unattested authorisation document. If the General Assembly is not attended by the required number of members, it must be convened again with the same agenda by giving notification at least seven days in advance. A General Assembly convened for the second time has a quorum irrespective of the number of members but at least two members must participate.
6.7. A decision of the General Assembly is adopted if more than half of the votes of the members of the Association who attend the General Assembly or are represented are in favour, unless the law or the Articles of Association prescribe a greater majority requirement. The decisions specified in clauses 6.2.1, 6.2.4 and 6.2.7 of the Articles of Association are adopted if at least 2/3 of the members participating in or represented at the General Assembly vote in favour thereof. Upon voting, each member of the Association has one vote.
6.8. The course of the General Assembly and the adopted decisions are recorded in its minutes. The minutes are signed by the chair of the meeting and the recording secretary who are elected by the General Assembly after its meeting has been opened by the chairman of the Management Board. A list of the participants of the meeting is added to the minutes.
6.9. A decision of the General Assembly is also deemed to have been adopted and entered into force if the provisions of clauses 6.3-6.8 are not adhered to, provided that all members of the Association vote in favour of the decision in writing. A member of the Association who does not vote in the adoption of a decision is deemed to have voted against the decision. The Management Board of the Association prepares a record of vote that shows the voting results. It is signed by the chairman of the Management Board of the Association.
7. MANAGEMENT BOARD
7.1. The executive managing and representative body of the Association and the organiser of its everyday activities is the Management Board of the Association (hereinafter referred to as the Management Board) which is elected by the General Assembly for two years, unless the General Assembly’s decision indicates a shorter term of authority. The General Assembly may decide to remove members of the Management Board at any time and without stating the reason, whereby the rights and obligations arising from the contract entered into with them are terminated as set out in the contract.
7.2. The Management Board has at least two members. Members of the Management Board elect a chairman and a secretary-treasurer from among themselves.
7.3. The members of the Management Board manage and represent the Association. Members of the Management Board may represent the Association alone in all legal acts. Among others, the Management Board has an authorisation with regard to the following:
7.3.1 the practical organisation of the Association’s activities arising out of the Articles of Association;
7.3.2. the organisation of the administrative matters and the accounting of the Association;
7.3.3. the organisation of the economic activities of the Association, the acquisition of fixed and current assets, the accounting of revenue and expenditure and the organisation of accounting;
7.3.4. disposal of the assets and funds of the Association, entry into contracts and opening of other accounts;
7.3.5. preparation and convention of the meeting of the General Assembly.
7.4. The rights and obligations of members of the Management Board may be specified in more detail in contracts to be entered into with them. Entry into, amendment and termination of contracts is decided by the General Assembly which also appoints the person who signs the contract on behalf of the Association.
7.5. Meetings of the Management Board which are called by the chairman of the Management Board of the Association take place at least once every six months. The Management Board has a quorum if at least 2/3 of its members participate in the meeting. The decisions of the Management Board are adopted if the majority of the members participating in a meeting vote in favour. When the votes are divided equally, the vote of the chairman of the Management Board is the casting vote. Each member of the Management Board has one vote. Minutes are drawn up to record the course of a meeting and the decisions adopted, which are signed by all the members of the Management Board who participated in the meeting.
7.6. A decision of the Management Board is also deemed to have been adopted and entered into force if the provisions of clause 7.5. are not adhered to provided that all members of the Management Board vote in favour of the decision in writing. A member of the Management Board who does not vote in the adoption of a decision is deemed to have voted against the decision. The chairman of the Management Board prepares a record of vote that shows the voting results. It is signed by the chairman of the Management Board of the Association.
8.1. The General Assembly establishes an Audit Committee to carry out supervision of other bodies of the Association. The Audit Committee consists of two members and is elected by the General Assembly of the Association for two years. Members of the Audit Committee may not be members of the Management Board. The competence of the Audit Committee includes checking the Association’s financial and economic activities and their compliance with the objectives of the Articles of Association. The Audit Committee submits an opinion concerning the Management Board’s annual reports to the General Assembly. Members of the Management Board must enable the Audit Committee to examine all documents necessary for conducting a review and provide necessary information.
9.1. The financial year of the Association is a calendar year, i.e. from 1 January to 31 December.
9.2. The Management Board organises the accounting of the Association and submits an annual report, an activity report, a draft budget and a report concerning the implementation of the budget in the previous financial year to the General Assembly for review and approval every year at the time and pursuant to the procedure prescribed by law.
10. DISSOLUTION, MERGER AND DIVISION OF THE ASSOCIATION
10.1. The Association will be dissolved, liquidated, merged or divided in accordance with the procedure provided by law. The liquidators of the Association are appointed by the General Assembly.
10.2. Assets remaining upon the liquidation of the Association are divided according to the decision of the General Assembly.
11. INVALIDITY OF PROVISIONS
11.1. If any provision of these Articles of Association is or becomes invalid, the remaining provisions remain effective. In this case, the invalid provision must be reformulated or supplemented in accordance with a decision of the General Assembly so that the objective followed by the invalid provision could be achieved. The same is applicable if upon implementation of the Articles of Association there appears to be a gap which needs to be filled.
Annex: STATUS OF HONORARY MEMBER OF THE ESTONIAN ASSOCIATION OF COGNITIVE AND BEHAVIOUR THERAPY
Persons who have been particularly prominent in the advancement of cognitive and behaviour therapy in Estonia and rendered significant services to the Estonian Association of Cognitive and Behaviour Therapy (EACBT) are elected as honorary members of the EACBT. Persons who are elected as honorary members do not need to be members of the EACBT. The Management Board of the EACBT nominates the candidates of honorary membership, providing the reasons for their choice. The General Assembly (general meeting) of the EACBT elects the honorary members.
The Articles of Association were approved by the General Assembly of the Estonian Association of Cognitive and Behaviour Therapy
on 14 March 2014
President of the Estonian Association of Cognitive and Behaviour Therapy