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Annex 1 to the foundation resolution
of Estonian Qualification Authority
from 31 August 2001

STATUTES OF ESTONIAN QUALIFICATION AUTHORITY

Chapter 1
GENERAL PROVISIONS

1. The foundation is called "Kutsekvalifikatsiooni Sihtasutus" (Estonian Qualification Authority).

2. The foundation is located in Tallinn, the Republic of Estonia.

3. The foundation is a legal person in private law, which was established by the Republic of Estonia, Confederation of Estonian Trade Unions, Estonian Employees' Unions' Confederation, Estonian Confederation of Employers and Industry, and the Estonian Chamber of Commerce and Industry on the basis of the "Foundation of and Participation in Legal Persons in Private Law by the State Act" (RT I 1996, 48, 942; 73, correction notice 1998, 59, 941) and subsection 11 (4) of the "Professions Act" (RT I 2001, 3, 7), and which operates pursuant to the laws of the Republic of Estonia and other legal acts as well as these Statutes. Contradictions between these Statutes and legal acts shall be settled by the foundation based on the provisions of the respective legal act.

4. Documents of the foundation shall lay down the Estonian name for the foundation as well as the location, postal address and registry code of the foundation.

5. The foundation shall have no beneficiaries.

6. The foundation shall be established without a term.

7. The financial year of the foundation shall begin on January 1 and end on December 31.

8. The Supervisory Board and the Management Board shall be the bodies of the foundation.

Chapter 2
OBJECTIVE OF THE FOUNDATION

1. The foundation shall be established for management and use of property for the following purposes:

Facilitating the establishment and development of an integrated and organised professional qualifications system, and
Establishing prerequisites for achieving comparability of the qualifications of Estonian employees as well as acknowledgement of other countries.

2. To achieve its goals, the Professions Chamber shall:

organise the activities of professional councils as well as the development, supplementing and improvement of the professional standard, and establishment of evaluation criteria;
organise the working-out of methods for developing and implementing the employees' qualifications system, and the qualification evaluation system;
organise performance of tasks given by professional councils in accordance with the Professions Act;
upon the order of the responsible processor, manage the state register of professions as an authorised processor of the register.

Chapter 3
SUPERVISORY BOARD OF THE FOUNDATION

Division 1
General Provisions

1. The Supervisory Board of the foundation shall plan the activities of the foundation, organise the management and perform supervision of the foundation and activities of the Management Board.

2. The Supervisory Board shall:

approve and supplement the development plan and annual plan of the foundation;
appoint and remove (by indicating the reason for removal) members of the Management Board;
establish the amount of and terms of remuneration payment to the Chairman and members of the Management Board as well as the limit of compensation payable for costs incurred upon performing work tasks;
make a decision, if necessary, on restricting the right of representation of the members of the Management Board; and demand, if necessary, calling of the meeting of the Management Board;
represent the foundation in disputes and transactions with members of the Management Board, as well as with individuals, whose representative or member of the legislative body is a member of the Management Board;
form an opinion on the legality of the resolutions of the Management Board or Supervisory Board and annul the resolution, if necessary, if a member of the Management Board or Supervisory Board has notified the Supervisory Board that the respective resolution contradicts the requirements of legal acts or these Statutes, or can cause significant damage to the foundation;
review documents of the foundation, and check (or assign a third party to check) the correctness of the accounting of the foundation, existence of property, compliance of the activities of the foundation with legal acts, these Statutes and resolutions of the Supervisory Board;
request from the Management Board, when necessary, reports on the management and economic situation of the foundation as well as on other material circumstances related to the activities of the foundation, including preparation of the Management Report and the Balance Sheet;
approve claims for the preparation of draft budget of the foundation;
approve the budget of the foundation, cost allocation by months as well as budgets of structural units;
appoint auditor of the foundation, and establish procedures for his remuneration;
approve the Financial Statements and the Management Report;
elect the Chairman of the Supervisory Board;
approve the rules and regulations of the Supervisory Board;
make suggestions on making amendments and additions to the Statutes of the foundation;
make decisions on the merger, division and dissolution of the foundation.

3. The meeting of the Supervisory Board is necessary for the Management Board to conduct transactions, which lie beyond the framework of everyday economic activities. First and foremost, these activities shall include the following transactions and legal acts:

taking a loan and establishing a collateral;
acquisition and termination of a shareholding in the company; establishment of the foundation; becoming a member of a non-profit association;
transfer and encumbrance of an immovable, or a movable to be registered or already registered;
Restrictions of the right of representation shall not apply to third parties

4. Members of the Supervisory Board shall receive remuneration in accordance with their tasks as well as their contribution to the activities and economic situation of the foundation. The Minister of Social Affairs shall determine the remuneration amount.

Division 2
Members of the Supervisory Board

5. The Supervisory Board shall include 6 members. The Minister of Social Affairs, the Minister of Education, Confederation of Estonian Trade Unions, Estonian Employees' Unions' Confederation, Estonian Confederation of Employers and Industry and Estonian Chamber of Commerce and Industry shall each appoint one member of the Supervisory Board.

6. Members of the Supervisory Board shall be persons with active legal capacity. The Supervisory Board shall not include members of the Management Board of the foundation, auditor of the foundation, a person with equal economic interest with the above individuals or a debtor in bankruptcy proceedings.

7. Authorisations of the members of the Supervisory Board shall take effect on the moment the resolution on the appointment of the members of the Supervisory Board enters into force. Authorisation shall be granted to the members of the Supervisory Board for a term of 3 years.

8. A member of the Supervisory Board shall have the right, at any time, to resign on his own initiative by informing, in writing, both the person, who appointed him the member of the Supervisory Board, as well as the Supervisory Board itself at least 1 (one) month in advance thereof. Upon resignation, the authorisation of the member of the Supervisory Board shall be terminated within 1 (one) month after the Supervisory Board received the letter of resignation. The Supervisory Board shall inform in writing the resigning member and the person, who appointed him the member of the Supervisory Board, of the receipt of the letter of resignation.

9. The person, who appointed the member of the Supervisory Board, shall remove, based on a written notice, the member of the Supervisory Board with good reason only. A good reason is, first and foremost, significant failure to perform obligations, recurrent conflict of interest or inability to participate in the work of the Supervisory Board, causing significant damage to the interests of the foundation in other ways, or initiation of bankruptcy proceedings against the member of the Supervisory Board.

10. The person, who appointed the resigning member of the Supervisory Board, shall be obliged to appoint a new member within at least 1 (one) month after the termination (due to the expiry of the term of authorisation) of the authorisation of the resigning member of the Supervisory Board. The person, who appointed the resigning member of the Supervisory Board, shall appoint a new member to replace the resigned member within not later than 1 (one) month after the Supervisory Board received the letter of resignation. Upon the removal of a member of the Supervisory Board, the person, who removed the member, shall appoint a new member of the Supervisory Board. The authorisation of the removed member of the Supervisory Board shall be terminated, and the authorisation of the new member of the Supervisory Board shall take effect on the date indicated on the removal notice. Upon termination of the authorisation of a member of the Supervisory Board in other cases, the person, who appointed the member of the Supervisory Board, shall be obliged to immediately appoint a new member.

11. If the person, who has been obliged to appoint or remove a member of the Supervisory Board, fails to perform his obligations, members of the Supervisory Board shall be appointed or removed by the court (upon the request of an interested party or own initiative).

Division 3
Chairman of the Supervisory Board

12. The Supervisory Board shall elect a Chairman of the Supervisory Board among its members. All members of the Supervisory Board shall participate in the chairman elections. If the quorum fails, the next meeting of the Supervisory Board shall have a quorum if at least 2/3 (two-thirds) of the members are present.

13. A member of the Supervisory Board appointed by the Chairman of the Supervisory Board as substitute chairman shall replace the Chairman of the Supervisory Board in his absence. If the Chairman of the Supervisory Board has not appointed a substitute chairman, the member, who has been member of the Supervisory Board for the longest period of time, shall replace the Chairman of the Supervisory Board. If several members have been members of the Supervisory Board for the same period of time, the oldest member shall be the substitute chairman.

14. Each member shall set up a candidate upon the elections of the Chairman of the Supervisory Board, whereas a member cannot set himself up as candidate. Suggestions for the candidate shall be submitted in writing to the Chairman of the Meeting of the Supervisory Board prior to the discussion of the respective agenda item.

15. The set-up candidates shall give a written consent to their candidature before the voting. This consent can be withdrawn until the beginning of the voting. If the candidate fails to give consent to his candidature before the voting begins, it shall be considered that the candidate has waived his candidature and no voting shall be carried out with respect to the particular candidate. Members of the Supervisory Board shall vote for or against the candidate, if a single candidate has been set up. If two or more candidates have been set up, members shall only vote for a single candidate. The candidate, who receives the biggest number of votes, shall be elected Chairman of the Supervisory Board. The Chairman shall be chosen by lot if the votes are divided equally. The procedures for lot-drawing shall be provided by the rules and regulations of the Supervisory Board, and shall also be applied for making other decisions regarding election of a person.

16. The Chairman of the Supervisory Board shall:

call meetings of the Supervisory Board, establish the location for the meeting as well as the issues to be discussed at the meeting, and organise the activities of the Supervisory Board;
organise the passing of resolutions without calling a meeting, and inform the members of resolutions thus adopted;
submit to the Supervisory Board suggestions for adopting resolutions in issues that lie within the competence of the Supervisory Board;
pass a decision on who to invite as participant in the meeting of the Supervisory Board besides members of the Supervisory Board and Chairman of the Management Board;
appoint the Secretary of the Meeting of the Supervisory Board, and sign the Minutes of the Meeting;
sign the resolution of the Supervisory Board;
conclude, based on the resolution of the Supervisory Board and on behalf of the foundation, contracts of service with the Chairman and members of the Management Board, and represent the foundation in cases provided by law as well as in other cases provided by these Statutes;
represent the Supervisory Board of the foundation;
communicate with the public and third parties and express opinions on behalf of the Supervisory Board.

Division 4
Meeting of the Supervisory Board

17. The Supervisory Board shall hold both ordinary and extraordinary meetings. Ordinary meetings shall be held when necessary but at least once (1) in three (3) months. Extraordinary meetings shall immediately be called if so demanded by a member of the Supervisory Board of the foundation or the Management Board or auditor of the foundation. The meeting shall be held at the location of the foundation, unless the person, who calls the meeting of the Supervisory Board, establishes another location within the Republic of Estonia for the purpose.

18. Members of the Supervisory Board shall be notified of the ordinary meeting at least 30 (thirty) days in advance. Members shall be notified of the extraordinary meeting of the Supervisory Board at least 7 (seven) days in advance. Extraordinary meetings shall not be called if the time period between the submission of the demand for the calling of the extraordinary meeting and the planned ordinary meeting is less than 2 weeks. Notices on the calling of the meeting of the Supervisory Board can be sent by post, fax or e-mail.

19. Notices on the meeting of the Supervisory Board, which shall be signed by the Chairman of the Supervisory Board, shall indicate:

the time and location of the meeting;
agenda of the meeting as well as persons giving presentations on agenda items;
data and documents necessary for adopting resolutions. These shall be attached to the notice or submitted to the members of the Supervisory Board for review at the location of the foundation as of the day the notice is issued;
other significant circumstances related to the meeting.

20. The meeting of the Supervisory Board shall have a quorum if more than a half of its members are present (including the Chairman of the Supervisory Board or the substitute chairman). Members of the Supervisory Board shall not have the right to authorise third parties to represent them at the meeting of the Supervisory Board. If the quorum required for conducting the meeting of the Supervisory Board fails, a new meeting shall be held with the same agenda in at least 7 (seven) days after the meeting was cancelled. Members of the Supervisory Board can be notified of the new meeting without following the procedures for calling the meeting of the Supervisory Board. If a meeting has been cancelled due to quorum failure, members, who did not participate at the meeting, shall be obliged to submit, by the next meeting of the Supervisory Board at the latest, a written explanation on the reasons for their failure to participate at the meeting.

21. If requirements of the law or these Statutes have been violated upon calling the meeting, the Supervisory Board shall not be entitled to adopt resolutions, unless all members of the Supervisory Board participate at the meeting. Issues, which have not been laid down in the notice on the calling of the meeting, and which require urgent solutions, can be discussed and subsequent resolutions adopted if all members of the Supervisory Board so agree.

22. Meetings of the Supervisory Board are closed sittings. The Chairman of the Management Board and the auditor of the foundation shall have the right to speak and participate at the meeting of the Supervisory Board. Other individuals may only participate at the meeting upon the permission of the Chairman of the Supervisory Board.

Division 5
Minutes of the Meeting of the Supervisory Board

23. A person appointed by the Chairman of the Supervisory Board shall keep Minutes of the Meeting of the Supervisory Board. Each page of the Minutes of the Meeting shall be signed by the Chairman of the Supervisory Board as well as the Secretary of the Meeting. Minutes of the Meeting to be submitted to non-profit associations and foundations register shall be signed by the participating members of the Supervisory Board as well as the Secretary of the Meeting.

24. Minutes of the Meeting of the Supervisory Board shall lay down:

time and location of the meeting;
names of participating members of the Supervisory Board, as well as guest participants;
names of the Chairman of the Meeting and Secretary of the Meeting;
items on the agenda;
names of the persons making presentations on the agenda items, as well as a brief overview of the contents of their presentations, unless the main viewpoints of the presentations have previously been submitted to the Chairman of the Meeting;
issues raised and the description of substantial discussion;
resolutions adopted by the meeting together with results of roll-call votes;
essence of the verbal dissenting opinion of a member of the Supervisory Board on the resolution of the meeting, confirmed by the signature of the respective member;
circumstances, which registration in the Minutes of the Meeting is demanded by a member of the Supervisory Board, or the person, who demanded the calling of the meeting of the Supervisory Board;
other significant issues of the meeting.

25. Notice on the calling of the meeting, submitted written suggestions, petitions, dissenting opinions and other material documents shall be attached to the Minutes of the Meeting. Written dissenting opinions shall be submitted by the next working day after the meeting. This dissenting opinion shall be signed by the person who submitted it.

26. Minutes of the Meeting shall be made available to the members of the Supervisory Board in the location of the foundation from the 7th (seventh) day after the meeting. Participants at the meeting shall be entitled to submit a written petition on the amendment of the Minutes of the Meeting within 7 (seven) days after the Minutes of the Meeting were made available. Satisfaction of the above petition shall be discussed at the next meeting of the Supervisory Board.

27. Minutes of the Meeting of the Supervisory Board, annexes to the Minutes as well as resolutions, draft decision, explanations, justifications and other written documents shall be stored pursuant to the procedures provided by the rules and regulations of the Supervisory Board of the foundation.

Division 6
Resolution of the Supervisory Board

28. The Supervisory Board shall adopt decisions at the meeting of the Supervisory Board. Each member of the Supervisory Board shall have one vote. Members shall not be entitled to abstain from voting or to remain undecided. The Chairman of the Supervisory Board shall have the deciding vote upon equal division of votes. Voting shall be open.

29. A resolution of the Supervisory Board shall be adopted if more than one-half of the members of the Supervisory Board, who participate in the meeting, vote in favour. 2/3 (two-thirds) of the participating members of the Supervisory Board must vote in favour in order for the resolution laid down in clauses 3.2.2, 3.3 and 7.2 of these Statutes to be adopted.

30. The Supervisory Board shall be entitled to adopt resolutions without calling a meeting. In order for a resolution to be adopted without calling a meeting, the Chairman of the Supervisory Board shall send to the members of the Supervisory Board a draft decision, and establish a due date for their reply, which shall not be less than 7 (seven) days and exceed 14 (fourteen) days. The Chairman of the Supervisory Board shall attach to the draft decision the respective explanation and justification for adopting the resolution without calling a meeting.

31. The resolution of the Supervisory Board shall be deemed adopted without calling a meeting, if all members of the Supervisory Board vote in favour of the resolution. Members of the Supervisory Board, who fail to send a written reply by the established deadline, shall be considered as voting against the resolution. The Chairman of the Supervisory Board shall notify the members of the Supervisory Board of the resolution put up for voting, as well as its content and voting results at the first meeting of the Supervisory Board following the deadline for submitting a written reply.

Chapter 4
MANAGEMENT BOARD OF THE FOUNDATION

Division 1
General Provisions

1. Management Board is a body of the foundation, which handles the strategic management of and represents the foundation. The Management Board shall follow the legal orders of the Supervisory Board.

2. The Management Board shall:

prepare the development plan and annual plan of the foundation and submit these to the Supervisory Board for approval;
notify the register of the change in data to be submitted to the register;
appoint the heads of structural units of the foundation;
set up committees, when necessary, by establishing the tasks, competence and members of the committee as well as procedures for remuneration of the members of the committee;
submit to the Supervisory Board, at least once a quarter, an overview of the activities, economic situation and transactions of the foundation; immediately notify the Supervisory Board of significant deterioration in the economic situation of the foundation as well as other significant circumstances related to the activities of the foundation; give members of the Supervisory Board necessary information on the management of the foundation;
organise the accounting of the foundation;
prepare the budget of the foundation, and budgets of structural units of the foundation as well as cost allocation by months, and submit these to the Supervisory Board for approval;
monitor the performance of budgets of structural units of the foundation, as well as following of the cost allocation plan of the foundation;
prepare and sign the Annual Report of the foundation;
submit the Annual Report first to the auditor for inspection, then (within at least four months after the end of the financial year) to the Supervisory Board for approval, and thereafter (within six months after the end of the financial year) to the register;
publish the audited Annual Report of the foundation on the web page of the foundation;
make a suggestion to the Supervisory Board on the appointment of the auditor of the foundation as well as on the establishment of procedures for remuneration of the auditor;
submit a demand on the calling of the meeting of the Supervisory Board;
establish conditions for selecting employees;
pass a decision on declaring invalid a previous resolution of the Management Board, if such a claim has been raised by a member of the Management Board, or if the Supervisory Board has expressed an opinion on the matter;
elect the Chairman of the Management Board;
approve the rules and regulations of the Management Board;
establish internal work procedure rules, internal accounting provisions and records management procedure;
conducts liquidation of the foundation;
perform other tasks necessary for achieving the objectives of the foundation, unless otherwise provided by law or these Statutes.

3. A contract of service shall be concluded with the members of the Management Board. Members of the Management Board shall receive remuneration in the amount and pursuant to the procedures established by the Supervisory Board. This remuneration shall be paid on a monthly basis.

Division 2
Members of the Management Board

4. Members of the Management Board shall be natural persons with active legal capacity, higher education, necessary experience and impeccable reputation. At least half of the members must reside in Estonia. Members of the Management Board shall be appointed by the Supervisory Board for a term of up to 5 years.

5. The Supervisory Board shall be entitled to (but not obliged to) conduct a public competition on finding a candidate for the member of the Management Board. The competition shall be announced by a resolution of the Supervisory Board. A competition can be announced on finding a candidate for a member of the Management Board, if a position is becoming vacant in the Management Board, or if the fixed-term contract of service concluded with a member of the Management Board expires in less than 3 (three) months. The procedure for the competition shall be laid down in the rules and regulations of the Supervisory Board.

6. A member of the Management Board shall be entitled to resign from the Management Board on his own initiative by informing the Supervisory Board in writing at least 2 (two) months in advance. The Supervisory Board is authorised to remove members of the Management Board, provided it has good reason thereof. A good reason is, first and foremost, significant failure to perform obligations, recurrent conflict of interest or inability to participate in the work of the Management Board, causing significant damage to the interests of the foundation in other ways or initiation of bankruptcy proceedings against the member of the Management Board. Rights and obligations deriving from the contract of service concluded with the member of the Management Board shall expire in accordance with the contract. The Supervisory Board shall pass a decision on the appointment of a new member to replace the resigned or removed member in at least 1 (one) month after the resignation or removal of the member of the Management Board.

7. A member of the Management Board shall not be authorised to make a transaction with himself or with a person, whose representative or member of the representative body he is, or a transaction, which gives reason for suspecting him of relationship involving the risk of corruption. The resolution of the Supervisory Board can limit the right of representation of the members of the Management Board.

Division 3
Chairman of the Management Board

8. Chairman of the Management Board shall organise the activities of the Management Board. Chairman of the Management Board shall:

represent the foundation, and grant authorisations for conducting legal acts and representing the foundation;
establish the fields of activities and fields of responsibilities of the members of the Management Board;
call meetings of the Management Board, establish the location of the meeting as well as issues to be discussed at the meeting;
appoint the Secretary of the Meeting, and sign the Minutes of the Meeting of the Management Board;
make a suggestion to the Supervisory Board on appointing and removing members of the Management Board;
make a suggestion to the Supervisory Board on concluding contracts of service with members of the Management Board;
express his opinion in the Supervisory Board on the establishment of remuneration payable to the Chairman and members of the Management Board, as well as the monthly limit of compensation payable for costs incurred upon performing work tasks;
have the right to speak and participate at the meeting of the Supervisory Board;
communicate with the public and third parties, and express opinions on behalf of the Management Board as well as the foundation.

9. A member of the Management Board appointed by the Chairman of the Management Board as substitute chairman shall replace the Chairman of the Management Board in his absence. If the Chairman of the Management Board has not appointed a substitute chairman, the member, who has been member of the Management Board for the longest period of time, shall replace the Chairman of the Management Board. If several members have been members of the Management Board for the same period of time, the oldest member shall be the substitute chairman.

Division 4
Meeting of and Resolution of the Management Board

10. The Management Board shall adopt resolutions in the meeting of the Management Board. The Management Board shall hold both ordinary and extraordinary meetings. Ordinary meetings shall be held based on the schedule adopted in the beginning of the financial year, but at least twice (2) a month. Extraordinary meetings shall be called when necessary.

11. A meeting shall also be called if so demanded by at least half of the members of the Management Board. Members of the Management Board shall be notified in writing of the calling of the meeting at least 7 (seven) days prior to the meeting. Members of the Management Board shall be provided with the necessary materials at least 2 (two) days before the meeting.

12. The meeting of the Management Board shall have a quorum if all members of the Management Board have been called as required, and more than half of the members participate. The resolution is adopted if more than half of the participating members (with the right to vote) vote in favour. Voting shall be open.

13. A person appointed by the Chairman of the Management Board shall take Minutes of the Meeting of the Management Board. Each page of the Minutes shall be signed by the Chairman of the Meeting and the Secretary of the Meeting. Data laid down in clause 3.24 of these Statutes shall be recorded in the Minutes of the Meeting. Document laid down in clause 3.25 shall be attached to the Minutes of the Meeting.

14. Clauses 3.26 and 3.27 to these Statutes shall be applied on the availability and storing of the Minutes of the Meeting of the Management Board. Members of the Management Board shall be entitled to notify the Supervisory Board of the foundation of their dissenting opinions.

Chapter 5
STRUCTURE OF THE FOUNDATION

1. The structural units of the foundation shall be established by the Supervisory Board.

2. The statutes of the structural units of the foundation shall be approved by the Management Board. The statutes of structural units shall lay down the bases for the management of and work arrangement in the units, procedures for financing the units as well as other issues that need to be regulated by the statutes of structural units.

Chapter 6
PROPERTY AND AUDITOR OF THE FOUNDATION

1. The property of the foundation is owned by the foundation. The property of the foundation shall only be used for achieving the objective of the foundation. The holding, use and administration of the property of the foundation shall be conducted by the Management Board pursuant to the procedures provided by law and these Statutes, and by following the restrictions established by the resolutions of the Supervisory Board, these Statutes and legal acts.

2. The property of the foundation shall consist of:

property transferred to the foundation by the state;
allocations from the state budget intended for a specific purpose;
resources received by the foundation or its structural units from concluding agreements or through other means applied in the course of operations;
donations, subsidies and other resources allocated by third parties;
other receipts.

3. Non-monetary resources to be transferred to the foundation shall be accepted by the Management Board. The Management Board shall evaluate the property to be transferred, and conduct the necessary activities as well as prepare the necessary documents on the transfer of the property into the ownership of the foundation. Monetary resources to be transferred to the foundation shall be transferred to the current account of the foundation. The foundation shall not accept property, if this contradicts valid laws, good morals or objectives of the foundation, or property, which receipt would give reason for suspecting the foundation of a relationship involving the risk of corruption. Specific procedures for the transfer of property can be established by the Supervisory Board of the foundation.

4. An agreement shall be concluded (upon the wish of the transferor) with the transferor of purposeful property to the foundation. This agreement shall stipulate legal requirements established by the transferor for the purpose of use and method of use of the property. Upon the demand of the transferor, a report shall be submitted to the transferor on the use of the property. Property can only be transferred into the ownership of the foundation irrevocably.

5. The Supervisory Board of the foundation shall appoint and remove the auditor of the foundation. The foundation can have several auditors. The foundation needs to get the consent of the auditor as well as to conclude an agreement with the auditor in order to appoint the auditor. The agreement to be concluded with the auditor shall establish the basis for removal of the auditor as well as the specified term of the authorisation of the auditor. Auditors can be appointed for a single audit or for a term of up to 3 (three) years.

Chapter 7
AMENDMENTS TO STATUTES

1. Amendments can be introduced to the Statutes to account for the changed circumstances and consider the objective of the foundation. The objective of the foundation and this Chapter of the Statutes shall not be amended.

2. The Statutes can only be changed upon the agreement of all founders of the foundation. The Supervisory Board can make a suggestion on the amendment of the Statutes to the founders.

Chapter 8
BASES FOR DISSOLUTION AND LIQUIDATION OF THE FOUNDATION

1. The foundation shall be terminated based on the resolution of the founders or in cases provided by law. Upon the dissolution of the foundation, the foundation shall be liquidated, unless otherwise provided by law.

2. The liquidators of the foundation shall be appointed by the resolution of the Supervisory Board.

3. The foundation can be subjected to compulsory dissolution in cases provided by law. The court shall appoint the liquidators upon compulsory dissolution of the foundation.

4. Liquidators shall terminate the activities of the foundation, collect debts, sell property, satisfy claims of creditors, and transfer the remaining property from the satisfaction of the claims of creditors to the Republic of Estonia.

5. Liquidators shall only be authorised to conduct transactions necessary for the liquidation of the foundation.

6. Once the foundation has been liquidated, the liquidators shall submit a petition for the deletion of the foundation from the non-profit associations and foundations register.

7. Liquidators shall store the documents with one of the liquidators or a third party.

8. Upon the resolution of the Supervisory Board, the foundation can, considering the changed circumstances and objectives of the foundation, merge with another foundation or divide pursuant to the procedures provided by law.