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By-Laws Objectives of Association of Czech Translation Agencies PART IPreamble – Association’s Sphere of Activity Article I Orientation of the Association Orientation Association of Czech Translation Agencies (hereinafter “Association”) is a voluntary non-profit organization uniting legal entities conducting business in the translation and interpretation industry. Article II Orientation of the Association 1. to unite translation companies and promote interaction and co-operation between these companies, as well as to protect and encourage the promotion of the translation and interpretation industry in the Czech Republic; 2. to promote and assist the development of the companies united in the Association; 3. to conduct market surveys; advise its members and share general information on all matters relating to translation and interpretation; to print, publish, distribute, circulate and provide access to such papers, journals, books, circulars and other printed documents, as may contribute to the fulfilment of any of the Association’s objectives; 4. to collect data and other information on all issues related to the translation and interpretation industry and evaluate them statistically; 5. to create a platform for the exchange of experience, improvement and support of general and technical knowledge of its members; 6. to support honest professional conduct and eliminate professional malpractice; 7. to take a stand on disputes in the translation and interpretation industry upon request; 8. to promote and support the introduction of principles of ethical professional conduct and business practice; 9. to maintain a publicly accessible list of members of the Association; 10. to promote the advantages of the services rendered by translation agencies. Article III Within the international relations, the Association has the following tasks: 1. to represent and promote the interests of its members in negotiations with European and international institutions and organizations; 2. to build and develop relations with associations of similar professional orientation worldwide; 3. to represent the Czech Republic in EUATC as a national association; 4. to delegate representatives of the Association for EUATC meetings and submit proposals for representatives; 5. to inform members of the Association of the outcomes of international meetings. PART IIName, Registered office, Establishment and Duration Article I Name 1. The Czech name of the Association is “Asociace ceských prekladatelských agentur”, abbreviated as “ACTA”. 2. The English equivalent is the “Association of Czech Translation Agencies”, abbreviated as “ACTA”. 3. If the term Association is used in these bylaws, it shall be understood to mean ACTA. Article II Registered office: 1. The registered office of the Association is Na Dolinách 153/22, Prague 4, post code 147 00, the Czech Republic. Article III Establishment and Duration 1. The Association shall be established in accordance with the provisions of Section 20 f et seq. of the Civil Code. 2. The Association is founded for an indefinite period of time. PART IIIMembership of the Association
Article I Requirements and Conditions of Membership
1. A member of the Association can be any legal entity or its organization registered in the Commercial Register maintained by the competent court in the territory of the Czech Republic, provided this legal entity or its organization: a) conducts business in the translation and interpretation industry and performs this activity as its main activity; b) agrees with the Association’s programme and bylaws; c) has been present on the market for at least 3 years; d) has at least 3 employees; e) has had a turnover in the last three years of at least CZK 3 million in each business year; f) has not been the subject of bankruptcy proceedings, has had no proposal for bankruptcy filed and no proposal for bankruptcy has been rejected due to lack of assets; g) is not the subject of liquidation proceedings; h) members of its statutory bodies or partners have not been lawfully and finally sentenced for an intentional criminal act; i) no partner has been a partner in a company conducting business in the translation or interpretation industry which was either the subject of bankruptcy proceedings, had a proposal for bankruptcy filed against it or a proposal for bankruptcy was rejected due to lack of assets; j) has no overdue debts payable to public authorities; k) in the event that an interested applicant does not meet one or more of the criteria set out in sub-paragraphs c) to e) of this paragraph, its application must be supported by recommendations from two current Association members. Article II Becoming a Member 1. An applicant interested in membership shall complete and sign an application form containing its data and a statutory declaration confirming that the applicant meets all Association membership requirements as set out in Part III, Article I. 2. The applicant is obliged to present an excerpt from the Commercial Register dating back not more than three months together with the completed application. 3. This application shall be sent by the applicant interested in membership in writing to the Association’s registered office. 4. Entitlement to membership of the Association shall arise at the moment of approval of the applicant’s application. The application shall be approved by the Board of Directors on the basis of opinions of all members of the Association. The Board of Directors shall notify its members of the receipt of an application and unless a member raises objections to admission of the applicant within 15 days of notification, that member’s standpoint on admission of the applicant is considered to be positive. 5. The Board of Directors of the Association shall notify the applicant within 30 calendar days of its decision on the application. 6. Membership of the Association shall become effective on the date on which the membership fee is paid. 7. In the event that an application for membership is rejected, the applicant in question shall have the opportunity to file a further application no sooner than one year after its first application was considered. 8. Following admission, the Association issues a certificate of membership to the admitted applicant for membership. Article III Rights and Obligations of Members 1. Every member shall have the right to: a) elect members and be elected as a member of all the Association’s bodies; b) attend the General Meeting; c) make use of services provided by the Association; d) request convening of the General Meeting of the Association by its Board of Directors; d) participate in the decision-making process in accordance with the conclusions of the General Meeting; e) consult the accounting books and business documents; 2. Every member shall have the obligation to: a) pay membership fees; b) observe the bylaws and resolutions of the General Meeting; c) refrain from acting contrary to the interests of the Association; d) maintain the confidentiality of such information about the Association and its members as is designated as confidential by the Association. Article IV Termination and Suspension of Membership 1. Membership in the Association shall cease: a) In the event of the member’s dissolution or liquidation. A member shall be dissolved on the date its registration in the Commercial Register is cancelled. A member shall be liquidated in accordance with the valid legal regulations. b) In the event of the member’s resignation. Members of the Association can resign provided they have met all their liabilities due to the Association, on the basis of a request filed by the member’s statutory body and sent by registered mail addressed to the Association’s registered office. The member shall not be entitled to a refund of the aliquot part of the already paid membership fee. c) In the event of the member’s expulsion. A member of the Association can be expelled for material violation of the members’ obligations and for damaging the Association’s interests, in circumstances including the following: . serious failure to fulfil its obligations, in particular non-payment of the membership fees or sums owed to the Association within one month following a written warning issued by the Board of Directors; . damaging the Association’s interests shall include damaging the Association’s image and failure to comply with its decisions; . where the member becomes involved in a conflict of interest with the Association Expulsion of a member can only take place on the basis of a resolution of the General Meeting. There is no right of appeal against a decision to expel a member. d) In case of loss of the capacity necessary for becoming a member of the Association pursuant to Part III, Article I of the byaws. In such a case, a resolution of the General Meeting is a necessary condition for termination of membership. Membership is suspended until such a resolution is adopted. This fact shall be pronounced by the Board of Directors immediately after the Board of Directors learns of the reason for suspension of membership, either at the meeting of the Board of Directors or alternatively through the procedure set out in Part IV, Article VIII, and where such a statement is not a consequence of an announcement by the member concerned, it shall be notified to the member in writing by the Chairman of the Board of Directors. Suspension of membership has no influence on the member’s payment obligations towards the Association. Unless the General Meeting confirms termination of membership, suspension of membership shall expire as of the day following the day on which the General Meeting was held. e) In the event of the Association’s dissolution. PART IVOrganizational Structure
Article I Bodies of the Association 1. The Association shall have the following bodies and officials:
Article II General Meeting 1. General Meeting is the supreme body of the Association. 2. A regular General Meeting shall take place at least once per year and an extraordinary General Meeting shall take place if its convocation is requested by one-fifth of all votes in the Association. 3. The General Meeting shall be presided over by the Chairman or a member of the Board of Directors authorized by the Chairman. 4. The General Meeting shall take place at the Association’s registered office or other venue as indicated in the invitation. 5. A notice advising that a General Meeting is to be held shall be sent to the Association’s member at least 30 calendar days prior to the date on which it is to be held. This notice must be delivered together with the agenda and all documents necessary for the members to be able to make decisions on the individual items on the agenda. The members must confirm receipt of the notice and their attendance no later than five working days prior to the day on which the General Meeting is to be held. Simultaneously, with the exception of motions for amendment of the bylaws which are governed by the procedure provided for in Part VI, they may propose that additional items be included in the agenda. The Board of Directors shall decide on whether to include such additional items to the agenda as are proposed. The final agenda must be dispatched to all members at least two working days prior to the date of the General Meeting. 6. In the event that a General Meeting is postponed, the members of the Association shall be informed of the date and venue of the new General Meeting in writing immediately after it has been postponed. 7. The General Meeting shall be attended exclusively by the members of the Association and guests invited by the Board of Directors. No more than three representatives of each member company may attend the General Meeting, of whom only one has the right to vote and is simultaneously an employee of the company which is the Association member. The member shall provide the name of the representative and his/her post in the company in the confirmation of attendance. 8. Each Association member has one vote. 9. In case a member cannot attend the General Meeting, it may authorize another Association member to vote; the authorization shall be given in writing (by letter or e-mail). 10. A member is not entitled to vote either in person or through the mediation of a representative unless its membership fees or other liabilities due to the Association are paid; neither is a suspended member entitled to vote. 11. Resolutions of the General Meeting shall be adopted by a majority of votes of the members present, unless these bylaws stipulate otherwise. 12. The General Meeting constitutes a quorum when an absolute majority of all Association members are present. 13. The General Meeting elects the Association’s Board of Directors and Treasurer. 14. The General Meeting appoints and removes a liquidator. 15. The General Meeting may decide that a three-quarters majority of the votes present is required for approval of certain items on the agenda. 16. Unanimous approval of the General Meeting shall be required when voting on the following issues: a) modification of the sphere of activity of the Association; b) merger or divestiture of the Association or dissolution of the Association. 17. A two-thirds majority of all votes present at the General Meeting may adopt a decision on: a) all modifications of the rights and duties of the members; b) zmene stanov Asociace , pokud se nejedná o zmenu ve smyslu bodu 16. písm. a) tohoto clánku stanov, a záležitostí, které nejsou ve stanovách dále upraveny; 18. Valná hromada zvolí nadpolovicní vetšinou hlasu zapisovatele, který vyhotoví zápis z jednání valné hromady a overovatele zápisu. The minutes shall include a list of members present (attendance list). The minutes are approved after the verifier affixes his or her signature. A copy of the approved minutes is dispatched to all Association members within five working days of its approval. 19. Minutes of the General Meetings are archived in the registered office of the Association. Article III Board of Directors 1. During the period between General Meetings, the Board of Directors shall be the Association’s supreme representative. During this period, it shall handle all matters of the Association and adopt decisions in urgent cases. 2. The Board of Directors shall be entitled to adopt any measures required in order to achieve the Association’s professional objectives, except for measures entrusted to the General Meeting by law. 3. The Board of Directors shall prepare the draft budget for every calendar year. 4. The Board of Directors shall appoint a representative of the Association to the meetings of EUATC. 5. The Board of Directors is composed of the Chairman, at least two Vice-Chairmen and the Treasurer. The General Meeting may modify the number of members of the Board of Directors. The Board of Directors must be composed of representatives of companies which are members of the Association. 6. Members of the Board of Directors shall be elected by the General Meeting by a majority of votes. 7. The first meeting of the Board of Directors shall be held immediately after the General Meeting at which it was elected. The Board of Directors shall elect the Chairman and Vice-Chairmen from the members of the Board of Directors. 8. The Chairman of the Board of Directors: a) attends and presides at the meetings of the Board of Directors of the Association; b) manages the activity of the Board of Directors; c) summons the General Meeting and composes its agenda; d) issues certificates of membership of the Association to the Association members; e) represents the Association in its external relations; 9. The Vice-Chairmen of the Board of Directors: a) fulfil the function of the Chairman on a temporary basis in the event that the existing Chairman is incapable of fulfilling his/her function, upon authorization by the Chairman. If possible, they confer with the Chairman and their decisions; b) attend the meetings of the Board of Directors. 10. The Meeting of the Board of Directors is convened and conducted by the Chairman of the Association or a member of the Board of Directors authorized by the Chairman. The Chairman is obliged to summon the meeting of the Board of Directors upon request of at least two members of the Board of Directors. 11. The date and meeting of the Board of Directors is scheduled by informal agreement (e-mail, telephone agreement) of all members of the Board of Directors. 12. The Board of Directors constitutes a quorum provided a majority of its members are present, either in person or on the basis of a power of attorney. Only an elected member of the Board of Directors may be authorized by a power of attorney (by e-mail, fax). 13. Under extraordinary or urgent circumstances and in cases of professional interest, decisions of the Board of Directors can be made by unanimous approval given by the members of the Board of Directors in writing or in the form of a video-conference. 14. Resolutions of the Board of Directors shall be adopted by a three-quarters majority of votes of the members present, unless these bylaws stipulate otherwise. Each member of the Board of Directors has one vote. 15. The Board of Directors shall elect, by a majority of votes, the minutes clerk, who shall execute minutes of the meeting of the Board of Directors, and verifier of the minutes. The minutes shall include a list of members present (attendance list). The minutes are approved after the verifier affixes his or her signature. A copy of the approved minutes is dispatched to all members of the Board of Directors within five working days of its approval. 16. The minutes of the meetings of the Board of Directors are archived in the registered office of the Association.
Article IV Treasurer 1. The Treasurer shall be elected by the General Meeting. 2. The Treasurer: a) administers the Association bank accounts and draws up invoices; b) presents the annual final accounts to the General Meeting; c) maintains a list of the Association members; d) drafts and signs payment orders approved by the Board of Directors and presents them to the Association’s bank for payment; Article V Duration of Mandate and Remuneration 1. The mandates of the Association’s elected bodies shall endure for two years. 2. Unless decided otherwise by the General Meeting, mandates shall be non-remunerated positions. Article VI Resignation and Dismissal 1. An elected representative may resign from his or her post at any time during his/her term of office, subject to giving a three-month notice, which shall commence on the date it was received at the registered office of the Association. 2. An elected representative may be dismissed without specification of the reasons thereof by a majority decision of the Association’s votes present at the General Meeting. Article VII Signing on behalf of the Association 1. The Chairman shall sign on behalf of the Association by affixing his/her signature under the name of the Association. 2. The Vice-Chairmen shall sign jointly on behalf of the Association by attaching their signatures under the name of the Association.
Article VIII Miscellaneous 1. Under extraordinary circumstances it is possible to vote and adopt decisions by correspondence (via e-mail). Such voting shall not substitute for a resolution of the General Meeting. Such voting may substitute for a meeting and a resolution of the Board of Directors. Results of the voting shall be included in the minutes of the proximate General Meeting or Meeting of the Board of Directors. PART VManagement of the Association
Article I Capital 1. The Association shall be established without registered capital. Article II Financial Resources 1. Financial revenues shall comprise in particular: a) annual membership fees, b) sponsorship contributions and donations, c) other revenues. 2. Financial expenditures shall comprise in particular: a) membership fees to EUATC, b) costs related to attendance at the meetings of EUATC, c) costs related to the activities of the Board of Directors and to the convocation of General Meetings, d) costs related to the Association’s activity. Article III Membership Fees 1. Every Association member is obliged to pay an annual membership fee. 2. The amount of the annual membership fee shall be subject to annual voting at the General Meeting and shall be due and payable upon an invoice drawn up by the Association’s Treasurer. Article IV Other Revenues 1. The Association shall be entitled to acquire any movable and immovable assets in its ownership in accordance with the generally binding legal regulations. 2. The Association is obliged to manage its assets in accordance with the principles of due care and caution. 3. The Association’s assets can be used to implement the mission and the objectives of the Association. Article V Accounting Year 1. The accounting year shall begin on 1 January and end on 31 December. Article VI Profits and Loss 1. The Association is a non-profit organization. 2. Every member of the Association shall take an equal share in the loss. 3. In the event of loss, the loss shall be allocated to the members as of the date it was incurred, based on the number of members. 4. Profits shall not be distributed. Article VII Financial Claims and Obligations of Former Members 1. A resigning or expelled member shall remain liable to the Association for obligations incurred during the term of his/her membership of the Association. 2. Liabilities due to the Association shall be payable within thirty days of the resignation or expulsion of a member. In case of default in settlement of the debt, penalty interest in the amount of 0.05% in respect of each day of default shall be applied to the outstanding amount owed by the resigning or expelled member. 3. All liabilities of the Association due to a resigning or expelled member shall be settled in accordance with contractually agreed conditions. Article VIII Restriction of Competence 1. Without the authorization of the General Meeting, neither the Chairman nor members of the Board of Directors may: a) encumber the assets of the Association or transfer them to third persons; b) use freely the assets of the Association. PART VIDissolution and Conversion of the Association
Article I Dissolution and Conversion of Legal Form of the Association 1. The Association shall cease to exist as a result of voluntary dissolution or merger with another organization on the basis of a unanimous decision of the General Meeting. 2. The Association shall cease to exist on the date its registration with the competent public authority is cancelled. 3. When the Association is to be dissolved, a decision must be made on the methods of liquidation and a liquidator must be appointed. 4. Property settlement shall be carried out upon the dissolution of the Association as follows:
5. Should the balance of the property settlement be negative, the liquidator may require the members to make equal contributions to make up the deficit. 6. A unanimous decision must be made by the members at the General Meeting as regards the merger or divestiture of the Association. Article II Conversion of Legal Form 1. The legal form of the Association may not be changed. PART VIIAmendment of the bylaws of the Association
PART VIII Joint, Transitional and Final Provisions
1. The byaws become valid on the date of registration in the register maintained by the competent public authority. 2. The bylaws are deposited in the registered office of the Association. 3. The bylaws and the legal relations resulting therefrom shall be governed by the legal order of the Czech Republic, and by Council Regulation (EEC) No. 2137/85 of 4. All disputes a) between the members and the Association, b) between the Association and the members of its bodies, and c) between members of the Association which arose in connection with their membership in the Association, shall be finally settled pursuant to the Arbitration Rules of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. |
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