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ICWFH Constitution 2024

I General provisions

1.1. The non-profit organization International Children’s Warm Heart Foundation (hereinafter: the association) is a voluntary association of legal and natural persons acting in the public interest.

1.2. The official name of the association is Non-profit organization International Children’s Warm Heart Foundation, in English Non-Governmental Organization (International Children’s Warm Heart Foundation).

1.3. The seat of the company is Tallinn, Estonia.

1.4. The association is guided in its activities by the laws of the Republic of Estonia, other legal acts and this statute, the founding agreement and the code of ethics of non-governmental organizations.

1.5. The main goals and statutory values ​​of our association include:

1.5.1. Promoting Children’s Well-Being: Our goal is to ensure that children in need receive the support they need to ensure their physical, emotional and mental well-being. We are committed to promoting their health, education, and social integration;

– 1.5.2. Supportive Services and Programs: We design and provide a variety of services and programs that meet the specific needs of children in need. These may include counselling, educational support, psychological support, health checks and more;

– 1.5.3. Community Engagement and Awareness Raising: We do not achieve our goals alone. Therefore, we try to involve the community and raise awareness of the situation and needs of children in need. We want to create a platform where people can work together for a better future for these children;

– 1.5.4. Partnership and Cooperation: We are open to cooperation with other organizations, government agencies and the private sector in order to more effectively and widely support children in need. We believe that a strong partnership is the key to achieving our common goal;

– 1.5.5. Participates in local, regional, national and international projects and cooperation networks;

– 1.5.6. involves the private, public and third sectors as well as international partners and other stakeholders;

– 1.5.7. Uses income from donations, grants and economic activities to deal with important social issues of public interest;

– 1.5.8. Sustainable Development: We strive to ensure our organization

sustainability, so that we can provide long-term and stable support to children in need and respond to changing needs and challenges.

The procedure and conditions for acceptance as a member of the association, withdrawal from the association and exclusion
2.1. Any natural or legal person who carries out activities in line with the goals of the association, complies with the association’s statutes and the decisions of the general meeting and the board may apply for membership of the association.

2.2. To become a member of the association, a person submits a written application to the board.

2.3. The board decides on admission to membership of the association within two months from the receipt of the application.

2.4. A written justification shall be provided for the refusal to accept membership of the association.

2.5. To withdraw from the association, the member submits a written application to the board. The membership status is terminated by the decision of the board, if the person’s obligations as a member have been fulfilled and handed over to the board.

2.6. A member of the association may be expelled from the association by a decision of the board, if he:

– 2.6.1 damages the association’s name or reputation with its activities;

– 2.6.2 has failed to fulfill an obligation arising from the articles of association or imposed on him by the association’s bodies;

– 2.6.3 has not participated in any general meeting of the association during the previous financial year;

– 2.6.4 uses its membership status to create unfair competition.

2.7. Expulsion of a member of the association is decided by the board. The member whose expulsion is being discussed has the right to participate in the board meeting and present his position on the matter.

2.8. A member expelled by the board has the right to demand a decision on the issue of expulsion at the general meeting of the association following the expulsion.

III Rights and obligations of members

3.1. In addition to other rights stipulated in the law and the articles of association, the members of the association have the right to:

– 3.1.1 participate in the general meeting with the right to vote;

– 3.1.2 to be elected as a member of the association’s bodies;

– 3.1.3 to receive information about the activities of the association from the board of the association and other bodies;

– 3.1.4 use the association’s property in the prescribed manner and receive the prescribed for the members

benefits;

– 3.1.5 participate in the association’s activities.

3.2. A member of the association is obliged to:

– 3.2.1 follow the association’s statutes and good practices, including the code of ethics of non-governmental organizations;

– 3.2.2 participate in the activities of the association and fulfill the obligations assigned to him by the decision of the general meeting or the board.

IV General Meeting

4.1. The highest body of the association is the general meeting of the association, where each member of the association has one vote.

4.2. The competence of the general meeting includes:

– 4.2.1 amendment of the articles of association;

– 4.2.2 appointment and recall of the board;

– 4.2.3 deciding on a transaction with a member of the board or other body or filing a claim against him and appointing a representative of the association in this transaction or claim;

– 4.2.4 transfer of immovable property belonging to the association and movable property entered in the register and deciding on encumbrance of property rights and setting conditions for the said transactions;

– 4.2.5 deciding other matters that are not the law or the competence of other bodies granted by statute.

4.3. The general meeting of the association is called by the board:

– 4.3.1 regularly at least once a year:

– 4.3.2 to approve the annual report;

– 4.3.3 in the event that at least one of the members of the association requests it in writing and stating the reason, or if it is requested by the audit committee;

– 4.3.4 in other cases, if the interests of the association require it.

4.4. Each member is notified of the convening of the general meeting at least 2 weeks in advance.

4.5. The general meeting can be held electronically.

4.6. The general meeting has decision-making power if at least more than half of the association’s members or their representatives participate or are represented.

4.7. The decision of the general meeting is adopted if more than half of the members of the non-profit organization that participated in the meeting or their representatives vote for it.

4.8. The decision to change the articles of association has been adopted if all the members or their representatives who participated in the general meeting have voted in favor of it.

V The board

5.1. The daily activities of the association are managed and the association is represented by the board to which it belongs


1-3 members.

5.2. The board members are appointed by the general meeting for five years.

5.3. The board represents the association in all legal actions.

5.4. The board has decision-making power if more than half of the board members participate in its meeting.

A majority of the members’ votes in favor is necessary for the adoption of the board’s decision.

5.5. The competence of the board includes, among other things:

– 5.5.1 organizing the daily activities of the association;

– 5.5.2 keeping records of association members and collecting membership fees;

– 5.5.3 preparation of the association’s action plan and budget;

– 5.5.4 preparation of the financial year report and organization of accounting;

– 5.5.5 use and disposition of the company’s property in accordance with the requirements arising from the law, this statute and the decisions of the general meeting.

VI Economic activity

6.1. The financial year of the association is from January 1 to December 31.

6.2. The economic activity report for the past year must be made available to members for perusal no later than 7 (seven) working days before the regular meeting of the association.

VII Merger. Division. Liquidation

7.1. The merger, division and liquidation of the association is carried out according to the procedure provided by law.

7.2. The company’s liquidators are members of the board or persons appointed by the general meeting.

7.3. In the event of the termination of the association’s activities, the remaining assets are transferred to the members of the non-profit association with an income tax benefit or are transferred to a charitable organization.

The articles of association of the non-profit organization International Children’s Warm Heart Foundation were approved in the register of non-profit organizations and foundations on 20.03.2024. The non-profit organization International Children’s Warm Heart Foundation follows the code of ethics of non-governmental organizations in its activities.

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