The Governance Structure at Tartu College 2020

Starting in 2013, Tartu College and its two sister organizations – the Estonian Studies Centre (ESC) and the Chair of Estonian Studies Foundation (CESF) – underwent a major change in their governance structures. The reasons for this undertaking were important: the need for improving governance of these existing three legal entities; to have a proactive approach in becoming legally compliant with proposed legislation for Ontario’s Not-for-Profit Corporations (by updating the Corporation’s By-laws); modernizing their Letters Patent Objects (a Corporation’s legal reasons for existing); and rethinking how the 3 organizations operate and coordinate their activities.

The challenge was not only to ensure that Tartu College, ESC and CESF were legally compliant with the new proposed rules, but that they would also be aligned with their own strategic objectives. Since Tartu College provides funds to the ESC and the CESF, this alignment was of critical importance. To lead this effort, two special Committees were established, Reorg I (in 2013 to restructure Tartu College) and Reorg II (in 2014 to restructure the ESC and CESF). The legal firm of Miller Thomson, with a specialty in Not-for-Profit Corporations, was hired to provide legal assistance to these Reorg Committees, and the Board of Directors who had to agree to the final changes brought forward. The final step in the process was in receiving approval of these changes by its Members at each organization’s Annual Meeting, since only the Members have the legal standing to approve any changes to their By-laws. Tartu College received final approval in 2014 with the ESC and the CESFreceiving their final approval in 2015.

There were some fundamental principles and common practices that pertained to all 3 organizations:

• all Directors that sit on their respective Boards are volunteers, with no one being reimbursed for their service; this rule prevents any potential conflict of interest with the Directors; Management may attend Board meetings but they have no voting privileges

• each Director is elected for a term of 3 years, and can only serve for three consecutive terms; after 9 years they must retire from the Board for a minimum of 1 year

• only the Members can approve the Auditor of the Corporation, elect the Directors to the Board and approve changes to the Corporation’s By-laws (as per legislation);

[An example for Tartu College. An important distinction to note is between members (all of the members belonging to a Korporatsioon or Selts) and the legal term Members (a Korporatsioon or Selts appoints 1 or 2 Members to represent them at the Annual Meeting of the Members)]

• a similar legal framework was adopted for each of the three organizations

Tartu College (a Not-for-Profit Corporation of Ontario, without share capital; established in 1968)

Tartu College’s Letters Patent Objects were written and had not been changed since 1968. Its By-laws were written at the same time and numerous By-law amendments had been made over the years, and were deemed by our lawyers not to be compliant with current practices. Tartu College’s key mandate had been to promote, preserve and increase the knowledge of the Estonian experience in Canada. Its longevity can be attributed to its successful model of running a student residence, with its cash flow surpluses permitting not only investments in the building but also to advance Estonian studies in support of its Estonian focused mandate.

Tartu College’s main objective is the prudent management of its key asset – the Tartu College building and any potential building development. It has retained its objective of promoting Estonian programs and studies by outsourcing these activities to the ESC and CESF with financial support.

The ownership structure for Tartu College was clarified by having only the academic organizations (Korporatsioonid and Seltsid) allowed to vote at the Annual Meeting and sit on the Board of Directors. The Korporatsioonid and Seltsid are referred to as the Participating Organizations in the By-laws and are the legal owners of Tartu College (albeit without any economic equity). As a Not ­For-Profit Corporation with out share capital, no one has any economic interest in Tartu College. Should Tartu College ever be sold, the net proceeds from the sale of the building would go to other Not-For-Profit Corporations in Ontario.

The responsibility of the Participating Organizations is to nominate the 26 Members that elect 9 Directors to the Board and the By-law requires that all of these 9 Directors be Members. The Participating Organizations are defined as two types, ones with more than 25 members (who are allowed to nominate 2 Members) and the others with less than 25 members (nominate 1 Member). The ESC nominates 2 Directors to the Tartu Board to arrive at the full complement of 11 Directors. (The intent of having 2 Directors from the ESC sit on the Tartu Board is to ensure that there is effective communication between Tartu and the ESC on matters of mutual interest; these 2 Directors also become Members of Tartu College for a total of 28 Members.)

It should be noted that the newspaper Eesti Elu remains as a part of Tartu College.

The Estonian Studies Centre (a Registered Charity of Ontario; established in 2008)

A Registered Charity in the Province of Ontario is required to operate for the “public good” and the need to have “a charitable purpose”. Registered Charities have recently attracted increasing Canada Revenue Agency and legal scrutiny resulting in more attention being paid to this sector. Since the Board of Directors has the ultimate responsibility for its operations, proper governance and especially accountability of its funding processes are mandatory to the proper functioning of any Registered Charity.

The ESC is currently made up of 9 Operating Programs that compose the ESC. Each ESC Operating Program nominates or elects 2 Members to its own Operating Committee, and all 9 of the ESC’s Operating Committees have the responsibility to elect Directors to the ESC Board of Directors at their Annual Meeting. As a Registered Charity, legal requirements only allow for a single organization without any sub ­ organizations. Therefore all entities working under the ESC umbrella are referred to as Operating Programs (e.g. Ööbik) which are managed by their own Operating Committee. The ultimate responsibility for all activities at the ESC reside with the ESC’s Board of Directors.

The ESC’s Board consists of 9 Directors. Five Directors must be appointed by the Members of its Operating Committees (and must be Members), two Directors are appointed from Tartu College and two are outside independent Directors who must also be elected by the Members. The Operating Committee Members attend the ESC’s Annual Meeting to perform these duties.

Each Operating Program at the ESC is required to i) have their bookkeeping audited on an annual basis by the ESC auditor, ii) have an annual operational review with the ESC Board, and iii) provide their input to the ESC annual budget process should they require funding. The approval and oversight of funding for the Operating Programs and for external programs are an important management issue for the ESC’s Board.

The benefits accruing to ESC Operating Programs are significant. Operating Programs will be legally incorporated, funds that would be donated to that organization would be tax deductible (the funds would be payable to the ESC, with a specific designation to the Operating Program), funding will have a formal, legal basis and the Operating Committees will have greater input into the overall direction of the ESC.

In summary then, the ESC will have its Members chosen from the Operating Programs (via their Operating Committees), who in turn have the responsibility of electing the Directors to the Board, approving the ESC’s Auditor and having sole approval of any By-law changes. The Board of Directors will have the ultimate responsibility for all of the activities of the ESC’s Operating Programs, including its funding support.

The Chair of Estonian Studies Foundation (A Registered Charity and Trust of Ontario; established in 1982)

The CESF was instrumental in establishing the Elmar Tampõld Chair of Estonian Studies at the University of Toronto. The Foundation and Tartu College were key drivers in raising the money to establish this Chair in perpetuity at the University. Its mandate is to act and support other academic institutions and scholars to promote Estonian knowledge and research.

The CESF Reorg II Committee had the least amount of work of the three committees. It reviewed the Foundation’s Letters Patent Objects, the template By-law of Tartu College and other workings and made minimal changes. The existing Directors are the Members of the CESF Corporation and they decide who they will elect to the Board of Directors. In choosing candidates, the Board will consider the need for representation from Tartu College, the ESC, academia and the general community at large. At the Board’s discretion, the number of Directors can vary from 5 to 11.

Summary

The reorganization at Tartu College, along with its two sister organizations, the Estonian Studies Centre and the Chair of Estonian Studies, was completed in 2014 and 2015. The challenge ahead with its new governance structure and responsibilities, is to continue the legacy, 50 years in the making, of maintaining the financial viability of Estonian studies in the Canadian context, providing a home for the Estonian Korporatsioonid and Seltsid and advancing the Estonian narrative in Canada.

Further information regarding this article is available on the Eesti Elu website. See Appendices.

JAAN MERI,

who is the current Chair, Board of Directors of Tartu College; Chair, Board of Directors of the Estonian Studies Centre; and a Director of the Chair of Estonian Studies Foundation