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ESG Statutes

 

1. OVERVIEWS

1.1. The name of the non-profit organisation (hereinafter referred to as the “Association”) is MTÜ Eesti Stsenaristide Gild (in English Non-Profit Organisation Estonian Screenwriters ‘ Guild).
1.2. The seat of the Association is Tallinn, Republic of Estonia.
1.3. The aim of the Association is the promotion of professional screenwriting.
In order to achieve its aim, the Association organises the following activities:

  • brings together Estonian screenwriters and builds and maintains relations between Estonian screenwriters;
  • organises professional training and workshops for scriptwriters and script editors;
  • protects the rights and interests of screenwriters;
  • provides information on events, training, conferences, job opportunities;
  • establishes contacts between Estonian and foreign screenwriters and professional organisations;
  • manages the activities of the Estonian Scenarios Database Sahtel. Sahtel helps to establish contacts between screenwriters and film producers, helps local screenwriters to find job opportunities, encourages the creation of original works, encourages the making of films based on original works;
  • builds and maintains relationships between screenwriters and other film professionals;
  • liaises with film and other organisations and companies;
  • encourages the creation and dissemination of screenwriting literature, articles and research;
  • helps raise public awareness of the role of the screenwriter as author in the making of a film;
  • participates in film policy-making.

1.4. The company is established for an indefinite period.

2. MEMBERSHIP OF THE ASSOCIATION, CONDITIONS AND PROCEDURES FOR MEMBERSHIP, EXCLUSION AND EXCLUSION

2.1 Membership of the Association is open to natural persons who are scriptwriters of audiovisual works (films, TV series, video games, etc.), who have a university degree or equivalent professional experience, or who are script editors or script theorists.
2..2. Membership procedures:
2.2.1. Membership of the Association is by written application, CV and recommendation of two members of the Association.
2.2.2. Membership of the Association is decided by the Board of Directors by simple majority. The decision on admission to membership shall be announced by the Board within two weeks of the decision.
2.A member of the Association shall have the right to:
2.3.1. participate with voting rights in the general meeting of the Association;
2.3.2. elect and be elected as a member of the management and supervisory bodies of the Association;
2.3.3. participate in all events organised by the Association;
2.
3.3.4. to receive information from the Board of Directors on the activities of the Society;
2.3.5. to use the Society’s assets in accordance with the rules of procedure in force;
2.3.6..3.7. Financial obligations in addition to the membership fee and the entrance fee may be imposed on a member of the Association only by a decision of the general meeting.
2.3.8. A member of the Society has the right to use the abbreviation ESG after his or her name in the title of the work.
2..4 Members’ obligations:
2.4.1. to comply with the Statutes and the decisions of the governing bodies of the Society in participating in the activities of the Society;
2.4.2. to pay the one-off initiation fee and the membership fee annually at the time and in the amount set by the General Assembly;
2.4.3. to contribute to the achievement of the Society’s objectives through their activities;
2.4.4. to provide the Society’s Board of Directors with their current contact details for membership record keeping;
2. membership fees.4.5. keep and use the assets of the Association in a prudent and proper manner;
2.4.6. compensate the Association for any damage caused to the Association as a result of his or her own actions;
2.4.7. pay the membership fee for the whole financial year, even if his or her membership ceases during the year;
2.4.8. return any assets of the Association made available to him or her within two weeks of resignation or expulsion from the Association.
2.4.8..4.9. A member shall submit a written application to the Board of Directors for withdrawal from the Association.
2.5. The Board of Directors shall decide on the withdrawal of a member. A member may be expelled by a decision of the Executive Board if:
2.5.1. the member has not paid the membership fee of the Association by the due date;
2.5.2. the member has not attended or authorised another member to represent him or her at any general meeting within two years;
2.6. a member may be expelled from the Association for failure to comply with the provisions of the Statutes or for causing serious damage to the Association.
2.7. The expulsion of a member of the Association shall be decided by the Board of Directors of the Association at its meeting, notifying the member to be expelled in writing of the discussion of the matter at least two weeks prior to the meeting, and the member shall have the right to participate in the discussion of the matter of his/her expulsion by the Board of Directors.
2.8 The decision to expel a member shall be deemed to have been taken if more than half of the members of the Board of Directors vote in favour.

3. GENERAL ASSEMBLY
3.1 The highest body of the Association is the General Assembly of its members. All members of the Association may participate in the General Assembly. The General Assembly shall take decisions on all matters of governance of the Association which are not entrusted to the Board of Directors by law or by the Articles of Association.
3.2 The General Assembly of the Association shall have the following powers:
3.2.1. to amend the Articles of Association. A decision to amend the Statutes is adopted if more than two thirds of the members or their representatives present at the general meeting vote in favour;
3.2.2. amendment of the purpose. The amendment of the purpose of the Association, as provided for in the Statutes, requires the agreement of at least 9/10 of the members;
3.2.3. appointment and removal of members of the Board of Directors;
3.2.4. election and removal of Commissioners;
3.2.5. approval of the annual report;
3.2.6. decisions on the dissolution, merger and division of the Association.
3.3. General Meetings are convened by the Board of Directors. An ordinary general meeting shall be convened at least once a year. At least two weeks prior to the date of the general meeting, the board shall send a written notice of the general meeting, indicating the time, place and agenda of the general meeting.
3.4. The board shall convene an extraordinary general meeting if requested in writing and stating the reason, by at least 1/10 of the members of the Association. If the Board does not convene an extraordinary general meeting in these circumstances, the applicants may convene the general meeting themselves in the same way as the Board.
3.5. A general meeting shall constitute a quorum if more than half of the members of the Association are present or represented.
3.6. A member of the Association may attend and vote at a general meeting. A representative of a member of the Association may attend and vote at a general meeting if the representative has been given a written proxy. 3.6.5. The proxies shall be attached to the minutes of the general meeting.
3.7. Each member of the Association shall have one vote. A member may not vote on a decision to release him from liability or responsibility, on a transaction between a member and the Company or on a legal dispute with a member, on the appointment of a representative of the Company in such a transaction or dispute, or on a matter relating to the review or evaluation of the performance of a member or his representative as a member of the Board of Directors or any other body. The votes of that member shall not be counted in determining the representation.
3.8. The General Meeting shall have the power to pass resolutions on matters announced at the time the General Meeting is convened. Decisions may be taken on matters not announced at the time of the convening of the general meeting if all the members of the Association are present or represented at the general meeting.
3.9. A decision of the general meeting is adopted if more than half of the members of the Association or their representatives present at the meeting are in favour of it.
3.10. The general meeting shall be minuted. 3.10.3. The minutes shall record the time and place of the general meeting, the agenda of the general meeting, the results of the voting and the resolutions adopted and any other relevant facts of the general meeting. The minutes shall also record, at the request of a member dissenting from a decision of the general meeting, the content of the dissenting member’s dissent. The minutes shall be signed by the chairman and the minute-taker. The dissenting opinion shall be signed by the person who expressed it. The minutes shall be an integral part of the list of those present at the general meeting, signed by each of them, and of the written proposals and statements submitted to the general meeting.
3.11. A decision of the general meeting shall be deemed to have been adopted without the need to convene a meeting if all the members of the Association vote in favour of the decision in writing.

4. BOARD OF DIRECTORS
4.1 The Association shall be managed and represented by a Board of Directors consisting of 5 members.
4.2. The members of the Governing Board shall be appointed by the General Assembly for a term of two years.
4.3. The Governing Board may take decisions if more than half of its members are present. Each member of the Board has one vote. A majority of the members of the Management Board shall be required for a decision to be taken by the Management Board. All decisions of the Management Board shall be recorded in minutes.
4.4. The Management Board shall provide the members of the Association with the necessary information on the management of the Association and shall submit a report to the Association on request.
4.5. The Management Board shall keep the accounts of the members of the Association.
4.6. The Management Board shall organise a general meeting of the Association at least once a year and shall set the agenda for the general meeting. If the general meeting is convened by the members, they shall set the agenda for the general meeting.
4.7. The management board shall organise the accounts of the Association in accordance with the Accounting Act. After the end of the financial year, the Board of Directors shall draw up the annual accounts in accordance with the procedure laid down in the Accounting Act. The Board of Directors shall submit the approved report to the General Meeting. The Management Board shall submit the approved annual report to the registry, together with details of the main activities for the financial year, within six months of the end of the financial year.
4.8. Each member of the Management Board shall have the right to represent the Association in all transactions.
4.9. The members of the Management Board shall, when carrying out transactions on behalf of the Association, comply with the restrictions imposed on the Association by the Articles of Association or by the General Meeting or the Management Board.
4..10. A member of the Management Board may only be dismissed in the event of serious failure to fulfil his/her duties, inability to manage the Company or for any other good cause.
4.11. A member of the Management Board may resign from the Management Board, irrespective of the reason, by submitting a written application to the Management Board.
4.12. Members of the Management Board who have caused damage to the Company by failing to fulfil their duties shall be jointly and severally liable for compensation for the damage caused. A member of the Management Board shall be discharged from liability if he or she proves that he or she has fulfilled his or her duties with the care normally expected of a member of the Management Board.

5. FINAL PROVISIONS
5.1 The dissolution or liquidation of the Association shall be carried out in accordance with the procedure laid down by law.
5.2 The dissolution of the Association may always be decided by a resolution of the general meeting. The resolution is adopted if more than 2/3 of the members present at the general meeting vote in favour.
5.3. The liquidators of the company are the members of the board of directors.
5.4. 5.5. In the distribution of assets, the persons entitled shall be determined by a decision of the general meeting.

Founding members:
Andris Feldmanis
Leana Jalukse
Margit Keerdo-Dawson
Lauri Lippmaa
Laura Raud