Preambula
The non-profit organisation Estonian Libraries Network Consortium (hereinafter referred to as Consortium) was founded on April 4, 1996. The present bylaws were adopted on November 17, 2010.
1. General provisions
1.1. The Consortium was established with the non-profit aim of representing the common public interests of libraries.
1.2. The English name of the Consortium is the Estonian Libraries Network Consortium.
1.3. The abbreviation of the official name is the ELNET Consortium.
1.4. The Consortium is a legal person governed by private law.
1.5. The location of the Consortium is the Republic of Estonia, Tallinn.
1.6. The main aim of the Consortium is the non-profit promotion of science, culture and education through the development of joint activities.
2. Activities
To achieve its aims, the Consortium shall:
a. establish work groups of the representatives of libraries to accomplish common tasks;
b. initiate and co-ordinate joint projects to develop information systems and -services;
c. devise the main principles of library systems and co-ordinate the development of the functional and technical structures, as well as the relevant standards, training programmes and implementation schemes of information systems;
d. make proposals and submit applications for funding the development and management of library information systems;
e. develop and manage the integrated library system and the e-catalogue ESTER;
f. prepare the bylaws for the maintenance and joint use of databases;
g. organise joint procurements of scientific electronic information on behalf of libraries;
h. sign agreements and conduct business transactions pursuant to the applicable law and in accordance with its aims;
i. organise courses on library information systems;
j. acquire and license the intellectual property rights and conduct business transactions with those rights pursuant to existing contracts and the applicable law;
k. provide grants to assist the development of information systems and databases both to private and legal persons pursuant to the applicable law;
l. issue publications and generate databases;
m. address other issues which are in accordance with its aims and not contrary to the present bylaws and the applicable law.
3. Members
Any library, university, scientific research establishment or other legal person in Estonia whose bylaws (or those of their sub-units) include gathering and distribution of information may become a member of the Consortium.
3.1. Admission of Members
3.1.1. The General Meeting shall decide on the admission of members on the basis of a written application submitted to the Management Board.
3.1.2. A member shall pay a membership fee of 64 euros on joining the Consortium.
3.1.3. New members shall assume the rights and responsibilities after the payment of membership fees.
3.2. Resignation
3.2.1. To cease membership of the Consortium, the member shall apply in writing to the Management Board at least six months before the resignation.
3.2.2. A member must pay any outstandig arrears to the Consortium prior to the date of resignation.
3.2.3. Resignation in the middle of the year does not relieve the member from the obligation to pay an annual membership fee.
3.3. Exclusion
3.3.1. The members who without good reason fail to pay their annual membership fees, or their dues related to the use of the integrated library information system, or the development fees for joint projects, and who fail to comply with the bylaws or the decisions of the General Meeting, may be excluded from membership
3.3.2. The members who blemish the good name or the reputation of the Consortium and fail to follow good practice guidelines of non-profit associations may be excluded from membership.
3.3.3. Any member excluded shall not be entitled to a refund of its joining fee or membership fee.
3.3.4. The issue of the exclusion of a member may be arisen by every member of the Consortium.
3.3.5. The Management Board shall inform the member in question at least two weeks in advance of the General Meeting which shall discuss the exclusion. The member whose exclusion is the issue shall have the right to present its oral or a written explanation regarding the matter.
3.3.6. The resolution on the exclusion shall be adopted if at least 2/3 of the votes represented at the General Meeting are in favour. The member whose exclusion is the issue has no right to vote in that matter and is not counted in the quorum.
3.4. Membership fee
3.4.1. The annual membership fee shall cover the administrative expenses associated with carrying out the statutory aims of the Consortium.
3.4.2. The membership fee shall consist of two parts:
the first part (general administrative expenditure) is the product of a basic cost determined by the General Meeting and a coefficient depending on the number of employees. If the member is an organisation which maintains a library, the coefficient is calculated according to the number of library employees (on the basis of full-time equivalent) The number of administrative personnel shall be subtracted. If a new member joins the Consortium in the middle of the year, the membership fee shall be charged proportionally, dependant upon the number of months of validity.
Table of coefficients:
| No. of employees | Coefficient |
| 1 - 30 | 1 |
| 31 - 80 | 2 |
| 81 - 200 | 3 |
| 201 - 400 | 4 |
| 401 and more | 5 |
The second part of the membership fee shall depend on the rate of participation in the joint projects carried out by the Consortium. The standards of calculating the rate of participation shall be laid down in "The Conditions of and Procedure for the Payment and the Amount of the Membership Fee" and approved, together with the calculated fees, by the General Meeting. The document shall include the participation rate for each project listed in the current year's programme, and the general administrative and development costs of the projects.
3.4.3. Additional proprietary responsibilities (other than joining and membership fees) shall only be established by the decision of the General Meeting, if at least two-thirds of the votes represented at the General Meeting are in favour. Additional proprietary responsibilities must not be established for the purpose of harming one or more members or bringing about their resignation from the Consortium.
3.5. In addition to the rights granted by the law and the present bylaws, the members shall have the right:
a. to participate with full voting rights in General Meetings;
b. to initiate a General Meeting;
c. to be elected to the Management Board of the Consortium;
d. to obtain information from the Management Board and the Executive Director regarding the activities of the Consortium;
e. to facilitate work groups and joint projects and participate in their work.
3.6. Members of the Consortium shall have the following responsibilities:
a. to comply with the bylaws of the Consortium, the decisions of its bodies, and follow good practice guidelines of non-profit associations;
b. to inform the Management Board of the Consortium about their location and address, the names and addressess of the members of their Management Boards, or the bodies excercising their functions. In the event of change, the members shall inform the Management Board of their new addresses no later than one month following the change;
c. to inform the Management Board of the Consortium immediately of changes which may substantially affect their membership or participation in joint projects either now or in the future;
d. to appoint a representative to attend the General Meetings;
e. to appoint representatives who participate in work groups and joint projects;
f. to pay membership fees and other expenses arising from relevant contracts and services.
4. Management
4.1. General Meeting
4.1.1. The supreme body of the Consortium is the General Meeting of the members.
4.1.2. General Meetings shall be held as often as is deemed necessary but not less than once a year.
4.1.3. The General Meeting shall have a quorum if over one-half of the members are in attendance.
4.1.4. The General Meeting is public. Every member shall delegate a representative in person or by proxy.
4.1.5. A decision of the General Meeting shall be considered passed if two-thirds of the members or their representatives vote in favour.
4.1.6. A General Meeting is convened by the Management Board of the Consortium. A call must be issued at least 14 days in advance. A General Meeting shall be called if at least two members of the Consortium request it in writing.
4.1.7. The General Meeting shall:
a. elect the members of the Managemet Board;
b. elect the members of the Audit Committee;
c. adopt the development strategy and activity plan;
d. adopt and change the bylaws;
e. determine the basic cost of membership fees and confirm the annual budget;
c. decide on matters relating to admission to and exclusion from membership of the Consortium;
g. confirm the annual accounts and the annual report;
h. decide on matters relating to the association, division and liquidation of the Consortium;
i. listen to the reports relating to the acitivities of the Consortium;
j. make decisions about concluding internatoinal agreements and joining international organisations;
k. confirm the development projects;
l. confirm the procedures of managing the assets of the Consortium;
m. decide on other matters concerning the activities of the Consortium.
4.2. Management Board
4.2.1. The Management Board shall be the representative and directing body of the Consortium. The Management Board shall prepare long-term strategies of the Consortium, supervise the activities of the Executive Director and decide on matters beyond the scope of everyday activities of the Consortium.
4.2.2. The Management Board is composed of at least 3 members.
4.2.3. The term of office for members of the Management Board shall be two years. The members of the Management Board have the right to be re-eleced.
4.2.4. In case the authority of the member of the Management Board shall expire prior to the term of office, the General Meeting shall elect a substitute member. The substitute member shall replace the member of the Management Board until the expiration of the term of office of the current Management Board.
4.2.5. Every member of the Consortium shall have the right to raise the issue of exclusion of a member of the Management Board and give its reasons. A decision to exclude a member of the Management Board shall be exercised by the General Meeting. A decision to exclude a member of the Management Board shall be valid if two-thirds of the members of the Consortium vote in favour. The member to be excluded shall have no voting right in this matter and is not counted in the quorum.
4.2.6. The Management Board shall:
a. elect among its members a chairperson. The chairperson shall have the right to be re-elected;
b. decide on the recruitment of the Executive Director and fix his/her salary;
c. decide on the establishment of work groups and development projects;
d. submit the activity plans and the annual report to be confirmed by the General Meeting;
e. submit the development projects in need of additinal funding to be confirmed by the General Meeting;
f. report on its activities to the General Meeting.
4.2.7. The Chairperson of the Board shall:
a. organise the activities of the Management Board;
b. represent the Consortium in other organisations;
c. conduct the General Meeting;
d. sign the employment contract of the Executive Director;
e. have the right to sign documents on behalf of the Consortium.
4.3. Executive Director
4.3.1. The Executive Director shall manage the everyday activities of the Consortium.
4.3.2. The Executive Director shall represent the Consortium without producing full powers and have the right to sign documents on behalf of the Consortium.
4.3.3. In order to fulfil his/her duties the Executive Director shall:
a. devise the activity plan and the proposed budget;
b. sign employment agreements with salaried employees;
c. sign agreements promoting the aims of the Consortium;
d. prepare the management report and submit it, accompanied by the annual accounts to the Management Board no later than four months after the end of the fiscal year;
e. report on its activities to the General Meeting and the Management Board;
f. decide on other matters related to the everyday activities of the Consortium, which are not assigned by the bylaws to the jurisdiction of the General Meeting and the Management Board.
5. Assets
The assets of the Consortium shall consist of:
a. admission fees and membership fees;
b. allocations intended for specific purposes;
c. financial support from funds and aid schemes;
d. donations from natural and legal persons;
e. income derived from the activities of the Consortium;
f. other funds.
6. Auditing
6.1. The economic activities of the Consortium shall be reviewed by the Audit Committee. The Audit Committee is composed of three members and shall be elected for two years by the General Meeting.
6.2. The Audit Committee shall examine whether the economic activities and other activities implying proprietary liabilities meet the statutory aims of the Consortium and the requirements of law, and submit a report to the Management Board and a statement to the General Meeting.
7. Association, Division and Liquidation
7.1. The association, division and liquidation shall take place according to measures prescribed/enacted by the law.
7.2. The liquidators are members of the Management Board or persons appointed by the General Meeting.
7.3. In case of liquidation, the remaining property shall be handed over in to a non-profit organisation having the same aims and purposes as the Consortium.
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