Statute
1. General Provisions
1.1 The name of the non-profit organization is the Estonian Society for Transfusion Medicine (ETMS), in English: Estonian Society for Transfusion Medicine.
1.2 The location of the Society is Tallinn, Ädala 2.
1.3 The Society is a voluntary association of individuals acting on self-governance.
2. Objective of the Activities
2.1 Development, promotion, and implementation of modern, evidence-based transfusiology principles in Estonia.
2.2 Participation in shaping national transfusiology healthcare policy and legislation in collaboration with other professional societies, organizations, the Ministry of Social Affairs, and the Health Insurance Fund.
2.3 Enhancing the professional preparation of members, organizing training and conferences, developing qualification requirements, and assessing competencies.
2.4 Coordinating interdisciplinary cooperation in transfusiology-related fields.
3. Membership
3.1 The membership consists of active and supporting members.
3.2 Active members may be doctors or specialists working in the transfusiology field.
3.3 Supporting members may be legal entities registered in Estonia whose activities are related to transfusiology and who wish to promote medical advancements in this field. Admission of supporting members is decided by the board upon application.
3.4 The Society’s financial resources come from members’ fees, revenues from events organized to achieve the Society’s objectives, and other incoming funds.
3.5 The decision to admit a member is made by the board within one month of submitting a written application.
3.6 The annual membership fee is determined by the general meeting.
3.7 Members have the right to leave the Society upon written request.
3.8 A member can be expelled by the board if they fail to pay fees for at least two years or for other valid reasons.
3.9 A member is considered to have left the Society on the day the decision is made; membership fees are not refunded for that year.
3.10 If a legal entity member merges or splits, membership rights are terminated.
4. Rights and Obligations of Members
4.1 Rights of the members:
4.1.1 To participate in the general meeting.
4.1.2 To elect and be elected to the Society’s governing bodies.
4.1.3 To receive information about the Society’s activities.
4.1.4 To make suggestions on the organization of the Society.
4.1.5 To review the Society’s documents.
4.1.6 To submit inquiries to the board.
4.1.7 To participate in events organized by the Society.
4.1.8 Supporting members do not have rights under 4.1.2 and 4.1.4 and are not eligible to vote.
4.2 Obligations of the members:
4.2.1 To actively contribute to the Society’s activities.
4.2.2 To comply with the statutes and the decisions of the general meeting and board.
4.2.3 To pay the membership fee by March 31 each year.
5. General Meeting
5.1 The highest governing body of the Society is the general meeting.
5.2 A general meeting can be convened by email, and a quorum is not dependent on the number of attendees.
5.3 An active member may represent another active member at the general meeting with a simple written power of attorney.
5.4 The following matters fall under the general meeting’s competence:
5.4.1 Amendments to the statutes.
5.4.2 Approval of the annual report.
5.4.3 Election of the board.
5.4.4 Determination of the membership fee.
5.5 A general meeting can be ordinary or extraordinary.
5.6 Notification of the meeting must be sent at least two weeks in advance, including the time, place, and agenda.
5.7 The ordinary general meeting is called once a year by the board.
5.8 An extraordinary general meeting can be called by the board:
5.8.1 On its own initiative, if required by the Society’s interests.
5.8.2 At the request of at least half the board members.
5.9 Each member has one vote at the meeting and may represent an absent member with a power of attorney.
5.10 A board member cannot vote on the approval of the financial report.
5.11 A decision is made by a majority vote of those present at the meeting.
5.12 The meeting is considered valid if more than half of the members are present.
6. Board
6.1 The Society is led and represented by a five-member board.
6.2 Board members serve a three-year term.
6.3 All board members may represent the Society in legal matters.
6.4 The board elects a president and a secretary from its members.
6.5 The president represents the Society in dealings with individuals, legal entities, and government authorities.
6.6 The board is responsible for:
6.6.1 Admission of members.
6.6.2 Keeping the member registry.
6.6.3 Expulsion of members.
6.6.4 Establishing a committee to assess professional competence.
6.6.5 Setting competence criteria for transfusiology.
6.6.6 Organizing accounting.
6.6.7 Presenting the annual and activity reports to the general meeting.
6.7 The president convenes board meetings.
6.8 The board is quorum if at least three members are present.
6.9 Decisions are made by a majority vote of those present.
6.10 A board member cannot participate in decisions involving transactions with individuals having a similar economic interest.
6.11 Board members are jointly liable for any financial harm caused by failing to implement decisions.
6.12 A board member is exempt from liability if they:
6.12.1 Express their disagreement on a decision in writing.
6.12.2 Were absent from the meeting for a valid reason.
6.13 The general meeting may remove a board member for failure to fulfill duties.
6.14 The board must provide regular updates to the members on the Society’s activities.
7. Accounting and Activity Control
7.1 The board organizes the Society’s accounting according to the Accounting Act.
7.2 The general meeting elects a three-member supervisory committee.
7.3 The audit report is presented to the general meeting.
8. Competence Assessment Committee
8.1 The competence assessment committee is composed of at least five members and develops criteria for assessing transfusiology competencies.
8.2 The board approves the competence criteria and submits problematic criteria to the general meeting.
8.3 The committee evaluates professionals working in transfusiology based on the established criteria.
8.4 The board determines the assessment intervals and validity period for the competence certificates.
9. Termination of the Society
9.1 The Society may be terminated by:
9.1.1 A decision by the general meeting.
9.1.2 Initiation of bankruptcy proceedings.
9.1.3 If fewer than four members remain.
9.1.4 Other legal grounds.
9.2 After liquidation, the liquidators submit an application for the Society’s removal from the register.
10. Merger and Division
10.1 The Society’s merger or division occurs according to the law.
10.2 The Society may merge only with another non-profit organization and divide into non-profit organizations.
The statutes were adopted by the founding members on January 13, 2004, amended, and confirmed by the general meeting on September 11, 2020.