The non-profit association Estonian Libraries Network Consortium (hereinafter Consortium) was founded on 4 April 1996. The present statutes have been adopted on 9 November 2016.
1. General provisions
1.1. The Consortium is a non-profit association established to represent the common public interests of libraries.
1.2. The English-language name of the Consortium is the Estonian Libraries Network Consortium.
1.3. The official abbreviation of the name of the Consortium is ELNET Consortium.
1.4. The Consortium is a legal person governed by private law.
1.5. The seat of the Consortium is Tallinn, the Republic of Estonia.
1.6. The main aim of the Consortium is the non-profit promotion of science, culture and education through the development of joint activities of libraries.
To achieve its aims, the Consortium shall:
- Establish working groups of the representatives of libraries to accomplish common tasks;
- Initiate and coordinate joint projects to develop information systems and –services;
- Devise the main principles of library systems, and coordinate the development of the functional and technical structures, relevant standards, training programmes and implementation schemes of these information systems;
- Make proposals and submit applications to obtain funding for the development and management of library information systems;
- Develop and manage the integrated library system as well as the online catalogue ESTER and articles database ISE based on this sytem;
- Prepare the statutes of databases for regulating their shared use;
- Organise joint procurements for scientific electronic information on behalf of libraries;
- Sign agreements and conduct business transactions pursuant to the procedure provided by law and in accordance with its aims;
- Organise training related to library information systems;
- Acquire and license the intellectual property rights and conclude business transactions with this intellectual property pursuant to the procedure provided by agreements and law;
- Provide grants to private and legal persons to develop information systems and databases pursuant to applicable procedure;
- Issue publications and generate databases;
- Address other issues which are in accordance with its aims and are not contrary to the present statutes and the applicable law.
Any library, university, research establishment or other legal person in Estonia, whose activities specified in the statutes (or those of their structural units) include gathering and making available 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 of the Consortium.
3.1.2. Upon joining the Consortium, each member shall pay the admission fee. The amount of the admission fee shall be laid down by the General Meeting.
3.1.3. New members shall assume the rights and obligations referred to in the statutes of the Consortium after the payment of the admission fee.
3.2. Membership fee
3.2.1. The annual membership fee must cover the administrative expenses necessary for carrying out the statutory aims of the Consortium.
3.2.2. The membership fee shall consist of two parts:
1. The first part (general administrative expenditure) is the product of the basic fee determined by the General Meeting and a coefficient derived from the number of employees of the corresponding member. If the Consortium member is an organisation which maintains a library, the membership fee is calculated according to the number of library employees (on the basis of full-time equivalent).The number of administrative personnel shall be subtracted from the number of employees. If a new members joins the Consortium in the middle of the year, its membership fee shall be reduced proportionally according to the number of months passed from the beginning of the year.
Table of coefficients
|Number of employees
|401 and more
2. The second part of the membership fee shall depend on the participation rate of the member in the joint projects carried out by the Consortium. The principles for calculating the participation rate shall be laid down in the „Procedure for Calculating Membership Fees and Service Charges“ and approved, together with the calculated amounts, by the General Meeting. The Document shall indicate the participation rate of each member and partner in each project in the current year, and the total of administrative and development costs of the corresponding project.
3.2.3. Additional proprietary obligations (other than admission and membership fees) shall only be established by the decision of the General Meeting provided that at least two-thirds of the votes represented at the General Meeting are in favour. Additional proprietary obligations must not be established for the purpose of harming any member or inducing their withdrawal from the Consortium.
3.3. In addition to the rights granted by law and the present statutes, the members shall have the right:
To participate with full voting rights in General Meetings;
- To initiate a General Meeting;
- To be elected to the Management Board of the Consortium;
- To obtain information from the Management Board and the Executive Director regarding the activities of the Consortium;
- To initiate working groups and joint projects, and participate in their work.
3.4. Members of the Consortium shall have the following obligations:
- To comply with the requirements proceeding from the statutes of the Consortium and the decisions of its bodies as well as with the good practice of non-profit organisations;
- In order to enable to keep records of the members and partners, to inform the Management Board of the Consortium of their location and address, the names and addresses of the members of their management boards, or bodies fulfilling their functions. In the event of changes in these data, the members shall submit the new data no later than one month following the change;
- To immediately inform the Management Board of the Consortium of changes which substantially affect or may affect their membership in the Consortium or participation in joint projects either currently or in the future;
- To appoint one representative to attend the General Meetings;
- To appoint representatives who participate in working groups and joint projects;
- To pay, by the due date, the membership fees and invoices for services.
3.5.1. To withdraw from the Consortium, the member shall submit a corresponding written application to the Management Board at least six months before the withdrawal.
3.5.2. Prior to the date of withdrawal, the member must pay any outstanding arrears to the Consortium.
3.5.3. Where the withdrawal takes place in the middle of the year, the member must pay full membership fee for the current year.
3.5.4. Upon withdrawal, the admission and membership fees already paid shall not be refunded.
3.6.1. A member who fails to comply with its statutory obligations or decisions of the General Meeting without good reason, may be excluded from the Consortium membership by the General Meeting.
3.6.2. A member may be excluded from the Consortium if its activities are prejudicial to the reputation of the Consortium or are contrary to the good practice in this field of activity.
3.6.3. The issue of the exclusion of a member may be rised by any member of the Consortium.
3.6.4. The General Meeting to discuss the exclusion proposal shall be announced by the Management Board of the Consortium at least two weeks in advacne.
3.6.5. The resolution on the exclusion shall be adopted if at least 2/3 of the Consortium members 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.
4. Cooperation under agreement
4.1. Participation in the work of the Consortium is also possible under an agreement.
4.2. Institutions participating in the work of the Consortium under an agreement shall be referred to as partners.
4.3. Partners can be government authorities, their sub-agencies, local government authorities and agencies administered by local governments which operate in Estonia, and whose statutes, or the statutes of their sub-units, include gathering and making available of information.
4.4. The decision about concluding an agreement with a partner shall be made by the General Meeting on the basis of a written application submitted to the Management Board.
4.5. The service charge of a partner shall be calculated on the same basis as the membership fee, and specified in the „Procedure for Calculating Membership Fees and Service Charges“ (Clause 3).
4.6. In addition to the rights and obligations laid down in the agreement, the partners shall have the right:
- To participate in General Meetings;
- To be elected to the Management Board of the Consortium;
- To obtain information from the Management Board and the Executive Director about the activities of the Consortium;
- To initiate working groups and joint projects, and participate in their work.
5.1. General Meeting
5.1.1. The supreme body of the Consortium is the General Meeting of the members.
5.1.2. General Meetings shall be held as often as is deemed necessary but not less than once a year.
5.1.3. The General Meeting is public.
5.1.4. The General Meeting shall have a quorum if at least one half of the members are in attendance.
5.1.5. Each member of the Consortium shall have one vote.
5.1.6. A decision of the General Meeting shall be considered passed if at least two-thirds of the members attending the Meeting vote in favour.
5.1.7. A General Meeting is convened by the Management Board of the Consortium. The call of the meeting must be issued at least two weeks in advance. The Management Board is obliged to call a General Meeting if a member of the Consortium requests it in writing.
5.1.8. The General Meeting shall:
- Elect the members of the Management Board;
- Elect the auditor;
- Approve the development strategy and activity plan;
- Approve the statutes and make amendments to it;
- Determine the amount of the basic fee that is the basis for membership fee and service charge, and approve the annual budget;
- Decide on matters related to the admission of new members and exclusion of existing members;
- Decide on matters related to concluding and terminating agreements with partners;
- Approve the annual accounts and annual report;
- Decide on matters related to the merging, division and dissolution of the Consortium;
- Listen to reports related to the activities of the Consortium;
- Make decisions about concluding international agreements and joining international organisations;
- Approve the development projects;
- Approve the procedure of managing the assets of the Consortium;
- Decide on other matters concerning the activities of the Consortium.
5.2. Management Board
5.2.1. The Management Board is the representative and directing body of the Consortium. The Management Board shall prepare the long-term strategies of the Consortium, supervise the work of the Executive Director and decide on matters beyond the scope of everyday activities of the Consortium.
5.2.2. The Management Board consists of at least three members.
5.2.3. The Management Board shall be elected for two years.
5.2.4. In case of premature termination of the term of office of a member of the Management Board, 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.
5.2.5. Each member of the Consortium shall have the right to raise the issue of the exclusion of a member of the Management Board, with an obligation to substantiate it. The Management Board must pass such issue for decision to the General Meeting. A decision to exclude a member of the Management Board shall be valid if at least two-thirds of the Consortium members vote in favour. The member of the Management Board to be excluded shall have no voting right in this matter and is not counted in the quorum.
5.2.6. The Management Board shall:
- Elect a chairperson from among its members. The chairperson shall have the right to be re-elected;
- Decide on the recruitment of the Executive Director and determine the amount of his/her salary;
- Decide on the establishment of working groups and launch of development projects;
- Submit the activity plans and the annual report of the Consortium to the General Meeting for approval;
- Submit the annual report to the auditor for auditing and to the General Meeting for approval;
- Submit the development projects requiring additional funding to the General Meeting for approval;
- Report on its activities to the General Meeting.
5.2.7. The Chairperson of the Board shall:
- Organise the activities of the Management Board;
- Represent the Consortium in other organisations;
- Chair General Meetings;
- Sign the employment contract of the Executive Director;
- Act as signatory on behalf of the Consortium;
- Sign agreements with members and partners on behalf of the Consortium.
5.3. Executive Director
5.3.1. The Executive Director shall manage the everyday activities of the Consortium.
5.3.2. The Executive Director shall represent the Consortium without presenting full powers and act as signatory on behalf of the Consortium.
5.3.3. In order to fulfil their duties, the Executive Director shall:
- Prepare the activity plan and draft budget of the Consortium;
- Sign employment contracts with paid employees;
- Sign agreements necessary for achieving the aims of the Consortium;
- Prepare the annual report and submit it, accompanied by the annual accounts, to the Management Board at least five months after the end of the fiscal year;
- Report on his/her activities to the General Meeting and the Management Board;
- Decide on other matters related to the everyday activities of the Consortium and not belonging to the exclusive competence of the General Meeting or the Management Board.
The assets of the Consortium shall consist of:
- Admission fees, membership fees and service charges;
- Allocations intended for specific purposes;
- Grants from funds and aid schemes;
- Donations from natural and legal persons;
- Income derived from the activities of the Consortium;
- Other income.
7. Merging, division and dissolution
7.1. The merging, division and dissolution of the Consortium shall take place pursuant to the procedure prescribed by law.
7.2. Liquidators shall be members of the Management Board or persons appointed by the General Meeting.
7.3. Upon the distribution of assets, entitled persons shall be appointed by the decision of the General Meeting.