I  General provisions

1.  The Association of Municipalities of Estonia (hereinafter referred to as the Association) is a national voluntary association of local governments whose objectives are to contribute, based on joint activities,  to the overall development of local government, to represent its members and protect their common interests, to  promote inter-member cooperation and create possibilities for improved fulfilment of tasks assigned to its members by law.
2. The Association was founded on 20 November 1921.
3. The Association shall act pursuant to the Local Government Associations Act, other  laws and legal acts and the Statutes here.
4. The Association shall function a non-profit legal entity, which has its own bank accounts, seal and insignia. 
5. The Association is located in Tallinn.
6. The official name of the Association is:  Eesti Maaomavalitsuste Liit, in short: EMOL. The English translation of the name is: the Association of Municipalities of Estonia, in short AME.

The Association’s functions are:
7.  To unite local authorities for the expression, representation and protection of their  common interests and rights.
8.  To contribute toward the development of local government administration pursuant to the principles of democracy and decentralisation of power, proceeding from the legitimate needs and interests of the population, and taking into account the specific features of the development of local governments.
9.  To organise and promote cooperation between local governments and county-based  associations of local authorities,  and their joint activities.
10. To represent member municipalities as a whole in their relations with state authorities, other persons and  international organisations.
11. To cooperate with other associations and unions of local authorities.
12. To file an action with an administrative court for the protection of the common interests of its members.
13. To perform other functions pursuant to law.

14.  To  submit proposals, memoranda and petitions  to the President of the Republic, the Riigikogu (Parliament), the Government of the Republic and other constitutional institutions, state authorities and officials concerning the performance of the functions specified in the Statutes here.
15.  To prepare draft legislation concerning local life and local government, to participate in the drafting process and present its opinion in respect to draft legislation, to submit proposals to the Government of the Republic in respect to the adoption of or amendments to laws and other legal acts.
16.  To make proposals and provide recommendations to its members in respect of more efficient organisation of their activities and cooperation and better performance of their tasks.
17.  To establish for the performance of its primary functions legal entities and to participate in them; to open in Estonia, as well as abroad, representative offices, to join associations and unions and to participate in the activities of other associations and unions both in Estonia and elsewhere.
18.  To organise training courses, lectures, meetings, seminars and other events to improve the knowledge and professional skills of persons involved in the local government system.
19.  To possess, use and dispose of immovable and movable property.
20.  To produce printed materials and engage in publishing activities.
21.  To pursue economic and other activities to fulfil its functions more efficiently and achieve the Association’s objectives.

22.  The membership of the Association may be composed of local governments. A member is not allowed to be a member of  another national association of local authorities at the same time.
23. The members of the Association shall have the right to:
1)    participate in and be informed of the activities pursued by the Association;
2)    make proposals and inquiries to the Association’s governing and supervisory bodies relevant to the Association’s activities;
3)    elect and be elected, through its representatives,  to the Association’s governing and supervisory bodies;
4)    become acquainted with the Association’s documentation and receive information on the Association’s activities;
5)    resign from the Association.
24.  The members of the Association shall be obliged to:
1)   comply with the Statutes of the Association and legitimate decisions passed by its bodies;
2)   contribute to the achievement of the Association’s objectives;
3)   pay membership fees punctually.
25. The admission of a local government into and resignation from  membership of the Association shall be decided by the Governing Board  (hereinafter the Board) on the basis of a written application thereof submitted by the local government. The Board shall not deny membership to a local government so long as that body complies with the requirements prescribed for members. A member can be excluded  from membership of the Association, upon the Council’s resolution, if the Statutes are infringed, or the
26.  If membership terminates during the financial year, the resigning member shall pay the membership fee for the whole financial year.

V  General Assembly (Maapäev)

27. The highest body of the Association is the General Meeting of the representatives of the Association or the General Assembly, Maapäev.
28.   Each member of the Association has the right to have two representatives at  the General Assembly. Each representative shall be designated a substitute. The representative and his/her substitute shall be appointed from among the members of the municipal council or government. The representative and his/her substitute shall be nominated by the municipal council for the term of the authority of the council. The council may remove the representative or his/her substitute, regardless of the reason, and appoint a new representative or substitute.
29.  The General Assembly shall
1)    make decisions on issues of importance to local governments;
2)    approve the Association’s long-term plan of activities;
3)    approve the Association’s Statutes and make amendments thereto;
4)    elect the Chairperson, two Deputy Chairpersons and other members of the Board;
5)    approve, if need be, a more detailed procedure for appointing members and substitute members to the Council of the Association;
6)    decide on the basis for setting membership fees;
7)    approve the annual report and the Audit Committee’s report;
8)    supervise the activities of governing bodies, appoint a maximum 5-member Audit Committee and, if need be, an auditor;
9)    decide on the reorganisation or termination of the activities of the Association.
(Amended at the General Meeting, i.e. General Assembly on 15 February 2006).
30.  The General Assembly shall be convened by the Board at least once a year providing a two weeks’ advance notification of the date of the meeting. The Board has to convene the General Assembly if requested to do so in writing and appropriately justified by at least one-tenth of the members of the Association. The General Meeting shall be chaired by the Chairperson of the Association; and in his/her absence, by his/her substitute.
31.  Decisions of the General Assembly shall be carried by a simple majority of the representatives present, unless the Statutes or legal acts prescribe a larger majority of the votes. Each representative shall have one vote.
32. The General Assembly shall be authorised to take decisions with regard to items listed in writing in the notice of the meeting.
33. The General Assembly shall be authorised to take decisions on all matters within the scope of the powers conferred on it by the legislation and by the Statutes here.
34. The first meeting of the new membership of the General Assembly shall be convened no later than six months after local government elections.

35.  Members shall be appointed to the Council from among and by the representatives of the members of the Association according to the principle of two representatives per county. For the nomination of the Council member to be valid, the proposed member should have the written support of over half the representatives appointed to the General Assembly from the county. A substitute member shall be designated to each Council member by the  representatives of the county appointing him/her. The county representatives appointing the Council member shall have the right to remove a Council member or appoint a new one to replace him/her. The Chairperson and Vice Chairpersons of the Association elected at the General Assembly shall be members of the Council. Council members shall be appointed and persons to replace them designated no later than at the first convention of the new membership of the General Assembly notifying the Board thereof in writing. In case of the appointment of a new member, the Board shall be notified thereof no later than within seven working days.
(Amended at the General Meeting, i.e. General Assembly on 15 February 2006).
36. The Council shall
1)  submit motions on matters to be discussed at the General Assembly;
2)  collect and generalise opinions forwarded by the members of the Association or county-based associations of local authorities;
3)  set membership fees based on the resolution of the General Assembly and establish the procedure for payment of membership fees;
4)  approve the Association’s budget and the report on the execution of the budget;
5)  decide on  exclusion of a member;
6)  pass resolutions on the participation of the Association in associations, unions and other legal entities; and establish them according to need;
7)  form, if need be, committees;
8)  pass resolutions on assuming over one-year-long proprietary obligations, transfer and encumbrance with a real right of an immovable or a registered movable;
9)  appprove staff members of the Association,  their official titles and salary rates;
10)   determine the basis and procedure of payment of compensation to Board members;
11)   form, upon the proposal of the Board, an opinion on issues requiring due to their significant importance a Council resolution.
(Amended at the General Meeting, i.e. General Assembly on 15 February 2006).
37.  A Council meeting shall be convened by the Chairperson of the Association a minimum of four times per year notifying the participants at least one week in advance.  An extraordinary meeting shall be convened upon the respective proposal by the Audit Committee, the Board or one-third of Council members.
38. The Council meeting shall have a quorum in case it is attended by at least half of the Council members, including the Chairman or his/her substitute.
39. Council decisions shall be adopted by a majority of the votes in favour.

VII Board

40.  The Association shall be directed and represented by a 10-member Board comprised of the Association’s Chairperson, two Vice-Chairpersons and seven  Board members.
41.  A Board meeting shall be convened by the Chairperson of the Association at least six times a year. The Board meeting shall have a quorum if the meeting is attended by at least half the Board members, including the Chairperson or his/her substitute.
42.  Board decisions shall be made by a majority of the members present and voting in favour.
43.  The Board Chairperson, Vice-Chairpersons and other Board members shall be elected from among the representatives of the General Assembly as follows:
1)  The candidate who receives over half of the votes cast by representatives of the members of the Association participating in the voting shall become the Chairperson. If none of the candidates obtains the required majority in the first round of voting, a second round shall take place restricted to the two candidates receiving the most votes. The candidate receiving a majority of the votes in the second round of voting  shall be duly elected.
2)  At the elections of Vice-Chairpersons, two persons receiving the largest number of votes by the representatives of the Association participating in the voting shall be elected.  Should the votes be equally divided,  a second round of voting restricted to the two candidates with equal number of votes shall be held if necessary.
3)  At the elections of the remaining Board members seven candidates receiving the largest number of votes by the representatives of the members of the Association participating in the voting shall be elected. Should the votes be equally divided, a second round of voting restricted to the  candidates with equal number of votes shall be held if necessary.
44.  The Board’s authority shall last from elections up until the election of a new Board by the new membership of the General Assembly. The General Assembly can recall a Board member and elect a new member to replace his/her.
45. The Board shall:
1)   organise the Association’s activities with a view to achieving the objectives laid down in the Statutes;
2)  ensure the implementation of the resolutions taken by the General Assembly and the Council;
3)  submit for the approval by the Council the draft budget and the budget execution report;
4)  submit motions for resolving the issues on the agenda of the Council and the General Assembly;
5)  review and submit to the General Assembly motions to amend or supplement the Statutes of the Association or motions to reorganise the Association;
6)  keep a record of the members;
7)  organise accounting;
8)  review the Audit Committee’s report to be submitted to the General Assembly and design measures for rectifying deficiencies should there be any;
9)  submit the annual report for the approval by the General Assembly ;
10)  organise the execution of the Association’s budget and use of the Association’s assets;
11)  make decisions about entering into contracts;
12)  form, according to need, working groups, approve the representatives participating in committees, working groups and other bodies, also representatives participating in  associations, societies and unions;
13) appoint to and release from office the executive director of the Association;
14) approve the guidelines for the operation of the Bureau laying down the basic principles of the organisation of work;
15)  pursue other activities necessary for the achievement of the Association’s objectives;
16)  inform the  public about the objectives and activities of the Association.
(Amended at the General Meeting, i.e. General Assembly on 15 February 2006).
46. The work of the Board and the Council shall be organised and their meetings convened and chaired by the Association’s Chairperson who shall represent them and the Association, according to need, in relations with other persons.  The sequence of substituting the Chairperson shall be specified based on the results of the election of Vice-Chairpersons.
47. The Asssociation shall in performance of legal acts  be represented by the Chairperson or Vice Chairperson. Other Board members shall represent the Association based on the Board decision.
48. The executive and administrative activities and day-to-day work of the Association are arranged by the Bureau which is run by the Executive Director of the Association. The principal task of the Bureau is to secure  the organisational and technical aspects of work. The Executive Director shall be accountable to the Board.
(Amended at the General Meeting, i.e. General Assembly on 15 February 2006).

VIII Audit Committee

49.  The implementation of the decisions and execution of  the budget adopted by the governing bodies of the Association, the use of monies, the  legality of the activities of governing bodies and compliance with accounting legislation shall be supervised by the Audit Committee.
50.  The Audit Committee’s members shall be appointed by the General Assembly from among its members; the members of the Audit Committee are not allowed to be Board members.
51.  The term of authority of the Audit Committee shall last from its appointment until the appointment of new members of the Audit Committee by the new composition of the General Assembly. A member of the Audit Committee can be recalled and a new member appointed by the General Assembly.
52. The Audit Committee shall elect a Chairperson from among its members.
53. The Audit Committee shall be convened by the Audit Committee’s Chairperson.
54. The Audit Committee shall have a quorum if  the meeting is attended by more than half of its members.
55. The right to convene the Audit Committee shall be vested with the Board, at least half the members of the Audit Committee and one-fourth of Council members.
56. The activities of the Association’s bodies shall be monitored at least once a financial year prior to the submission of the annual report to the General Assembly. The audit report shall be appended to the annual report submitted to the General Assembly.
57. The Audit Committee shall have the right to obtain from the Board and the Bureau information and documents necessary for  its work.
58. The Audit Committee shall report to the General Assembly.

IX Assets

59. The Association shall finance its activities from annual membership fees, grants and donations, income received from activities specified in the Statutes and in the cases prescribed by or deriving from law, allocations from the state budget.
60. Membership fees shall be established on a uniform basis according to the principle which allows at fixing the fee consideration of the essential indicators  of  a local government.
(Amended at the General Meeting, i.e. General Assembly on 15 February 2006).
61. The amount of the membership fee shall be fixed for the minimum period of one financial year.
62. The Association may own any property necessary for the achievement of the objectives specified in its Statutes, where the acquisition is not contrary to the law.
63. The expenditures involved in pursuing financial activities are  envisaged in the budget.
64. The accounting and reporting shall be organised pursuant to law.
65. The Association’s financial year shall commence on 1 January and end on 31 December.
66. The Association shall be responsible for its liabilities with its assets.
67. The Association shall bear no proprietary liability for the proprietary obligations of its members and the members shall bear no proprietary liability for proprietary obligations of the Association.
68. The Association’s monies shall be held in banks selected by the Bureau of the Association.

X Termination of activities and distribution of assets

69.  The activities of the Association shall be terminated upon the corresponding decision by the General Assembly or on any other basis prescribed by law.
70. The liquidation shall be conducted pursuant to law.
71. Upon the dissolution of the Association the assets which remain after the satisfaction of all claims of creditors and deposit of money shall be distributed between the members of the Association in proportion to their membership fees. The basis for calculation shall be two last financial years.

The Statutes were approved on 14 November 2003 and amended and approved in the version here at the General Meeting of the Association of Municipalities of Estonia – at the General Assembly - on 15 February 2006.

Kurmet Müürsepp
Chairperson of the Association of Municipalities of Estonia