Chapter I. General Provisions § 1. The Association known as Polskie Stowarzyszenie Biur Tłumaczeń (the Polish Association of Translation Agencies), hereinafter referred to as the Association, is a voluntary, autonomous and permanent association whose purpose is to develop and promote activities, attitudes and actions aimed at developing professional translation services, building trust and respect for the translation profession, implementing professional standards for translation services, preventing unfavourable or dishonest practices in the translation industry; as well as contributing to the observance of translators copyrights, seeking favourable legal and organisational solutions for this professional group, and providing organisational as well as material support to natural persons or entities that undertake such actions. § 2.
- The Association may participate in other national or international organisations or associations with a similar objective and range of activities.
- 2.In its international contacts the Association may use the English name "Polish Association of Translation Agencies."
§ 3. The Association shall conduct its activities on the basis of Polish law and in particular on the basis of the Act on Associations of April 7, 1989, (unified text: OJ No. 79, item 855 of 2001, amended), hereinafter referred to as the Act and the provisions of these By-Laws. § 4. The Association shall have its registered office in Warsaw. § 5.
- The area of the Association's operation shall be the territory of the Republic of Poland.
- In order to properly pursue its objectives the Association may conduct its operations outside the territory of the Republic of Poland
§ 6. The Association shall be established for an unlimited period of time. § 7. The Association may use a seal and logotypes on terms and conditions as laid down in the applicable provisions. Chapter II. Objectives and Methods of Action § 8. The purpose of the Association shall be in particular to:
- Unite Translation Agencies in an organisation acting for the benefit of regular mutual contacts, exchange of information and experience, and provision of assistance to fellow members.
- Promote and assist in the maintenance of a high level of services and prestige of the translation profession and that of Translation Agencies.
- Help to develop, promote and popularise the idea and practice of professional translation services.
- Cooperate with other associations, institutions and organisations following similar objectives.
- Create conditions for the exchange of ideas on economic and social issues, as well as the obligations and privileges of translators and the translation industry.
- Inspire and conduct various forms of activities aimed at popularising the Association's objectives.
- Promote and disseminate standards of professional conduct for translators and Translation Agencies.
- Express opinions on legal acts regulating activities that are directly related to the Association's objectives.
- Express opinions and file motions with respect to issues related to the development of entrepreneurship among businesses and entrepreneurs providing translation or other related services.
- Undertake all and any actions for the benefit and in the properly understood interest of the Association's members, all Translation Agencies and translators.
- Undertake joint activities aimed at promoting and advertising the Association and the services of its members.
§ 9. The Association shall achieve its objectives by:
- Organising various events, conferences, meetings, training courses, internships, etc.
- Organising periodic or special meetings of Translation Agencies' representatives; grand balls; events promoting the development of culture, science and leisure; or joint ventures, both of commercial and non-commercial nature, aimed at promoting the Association's objectives.
- Issuing a newsletter relating to the Association's activities.
- Raising funds for statutory objectives.
- Establishing insurance, advertising, special and fellow assistance funds.
- Providing professional assistance to the Association's members.
- Expressing opinions on legal acts by writing petitions and addressing the authorities.
- Taking an active part in making decisions that are important for Translation Agencies and translators.
- Promoting co-operation and mutual support among the Association's members.
- Co-operating with individuals and institutions with respect to gathering information and exchanging experiences relating to translation services.
- Conducting activities aimed at integrating members of the Association through cultural, recreational or social activity.
- Engaging in other forms of activities that ensure the achievement of the Association's objectives.
§ 10. The Association may set up other organisational entities as permitted by the law to pursue its statutory objectives. § 11. In pursuing the aforementioned objectives, the Association shall base its operations on the voluntary social work of all of its members. However, the Association may hire employees or companies to manage its affairs. Chapter III. Members, Their Rights and Obligations § 12. The Association has the following categories of membership: full members supporting members § 13. Any natural person residing within the territory of the Republic of Poland that: a.is a founder of the Association, b.applies by submitting a membership declaration and is accepted by the Executive Board or the General Meeting of Members may become a full member of the Association. § 14.
- .Any legal person or natural person conducting business activities, on the basis of an entry in the Register of Business Activity, that demonstrates to the Executive Board or the General Meeting of Members that it has the recommendation of at least one full member of the Association and applies by submitting a membership declaration may become a supporting member of the Association.
- Each company represented in the Association may have no more than two representatives- full members of the Association.
§ 15. Membership of the Association shall be acquired upon acceptance of a candidate by the Executive Board or the General Meeting of Members by way of a resolution passed by a simple majority of votes. § 16. All members of the Association shall be obliged to:
- Support and actively participate in the implementation of the Association's statutory objectives,
- Abide by and implement the Association's By-laws and internal regulations, as well as the Association's programme and resolutions,
- Contribute to the strengthening of the role and importance of the Association through their attitude and actions,
- Uphold the Association's reputation,
- Strive to improve the public perception of and the climate around the translation companies industry,
- Abide by the generally applicable laws and provisions of these By-laws,
- Pay membership fees on a regular basis.
§ 17.
- Full members of the Association shall have the right to participate in the Association's activities, and in particular to: a.elect and be elected to the Association's governing bodies, b.put forward motions with respect to all the issues regarding the objectives and operation of the Association, c.hold the Association's membership card and use the Association's logotypes, d.use the Association's recommendations, guarantees and protection in their activities, e.use the facilities, guidance and training that the Association places at the disposal of its members, f.use the logo and refer to their membership in the Association, g.take advantage of other opportunities that the Association creates for its members.
- Supporting members of the Association shall have the right to participate in the Association's activities, and in particular to:
- provide advice and express opinions on all the issues regarding objectives and operation of the Association,
- hold the supporting member's card,
- use the Association's recommendations in their activities,
- use the facilities, guidance and training that the Association places at the disposal of its members,
- refer to their membership in the Association,
- take advantage of other opportunities that the Association creates for its supporting members.
§ 18.
- The form and type of support for the Association shall be agreed upon between supporting members and the Executive Board.
- Foreigners or foreign entities may become supporting members by making a declaration of will to the Association's Executive Board which shall pass a relevant resolution in this matter.
- Supporting membership in the Association may be terminated by resolution of the Executive Board.
§ 19. Full members shall be removed from the Association as a result of:
- Resignation submitted in writing to the Executive Board.
- Expulsion by the General Meeting.
- Expulsion by the Executive Board:
- for activities contrary to the By-laws or resolutions adopted by the Association,
- for unexcused failure to participate in the Association's activities for a period of at least six months,
- for delay in payment of membership fees for two periods (of six months each),
- upon a written and well-substantiated request of at least five full members of the Association,
- due to the loss of civic rights as a result of valid adjudication or conviction by a valid sentence for criminal or economic offences,
- in justified cases for actions classified as unfair competition,
- due to the loss of legal status or termination of business activity conducted by the member,
- as a result of a member's death
- loss or limitation of the member's legal rights.
§ 20.
- The Member shall have the right to appeal against the resolution of the Board regarding his/her expulsion to the General Meeting of Members within 30 days following the date of the relevant decision on expulsion. The appeal shall be examined at the next General Meeting.
- The General Meeting's resolution regarding expulsion shall be final.
Chapter IV. Association Governing Bodies § 21. The following shall be the governing bodies of the Association:
- General Meeting of Members,
- Executive Board,
- Audit Board,
- Arbitration Board.
§ 22.
- The term of office of all the Association's governing bodies shall be 2 years, and they shall be elected in a secret ballot.
- Members of governing bodies shall perform their duties for no remuneration.
§ 23. Unless provided otherwise later in these By-laws, resolutions of all the Association's governing bodies shall be adopted by a simple majority of votes cast, with at least half of the members eligible to vote being present, unless otherwise specified elsewhere in the By-laws. § 24.
- The General Meeting shall be the supreme governing body of the Association.
- The General Meeting may be held as an ordinary or extraordinary Meeting.
- The Extraordinary General Meeting shall have the same powers as the Ordinary General Meeting under the stipulation that it may be convened in exceptional cases and in the manner as provided for in these By-laws.
- The Ordinary General Meeting shall be convened by the Executive Board at least once every twenty-four months. The Executive Board shall notify all members of the General Meeting's date, place and proposed agenda by registered letters, or in any other effective way, at least 14 days prior to the date of the General Meeting. Each member of the Association has the right to examine the financial statements, reports of the governing bodies of the Association and any other documents presented for the approval of the General Meeting in the Association's registered seat within 7 days upon receipt of notification about the convening of the General Meeting.
- The Extraordinary General Meeting shall, in justifiable cases, be convened by the Executive Board upon a written request of the Audit Board or at least one-third of full members. The Executive Board shall notify all members of the General Meeting's date, place and proposed agenda by registered letters, or in any other effective way, at least 14 days prior to the date of the General Meeting.
- The first session of the General Meeting shall be attended by at least half of the members eligible to vote, whereas the second session of the General Meeting which can be convened one hour later on the same day may proceed effectively irrespective of the number of members present.
- Full members of the Association and, in an advisory capacity, supporting members and invited guests may attend the General Meeting.
- Each full member shall have one vote.
- The General Meeting shall have the powers to:
- adopt the Association's action programme,
- examine and approve reports drawn up by the Executive Board and the Audit Board,
- adopt the Standing Orders of the General Meeting, and approve the work regulations of the Executive Board, the Audit Board and the Arbitration Board,
- discharge the outgoing Executive Board of its duties,
- elect and dismiss members of the Executive Board and the Audit Board,
- adopt amendments to the By-laws,
- adopt resolutions regarding the establishment of other organisations or, if necessary, the acceptance of new members or expulsion of existing ones,
- adopt a resolution regarding the dissolution of the Association,
- examine appeals against resolutions of the Executive Board as lodged by the Association's members,
- appoint and dismiss the Arbitration Board, and examine appeals against its decisions,
- examine members' complaints about the activities of the Executive Board,
- make decisions about joining or withdrawing from other organisations,
- determine the maximum amount of obligation that the President or Vice-President of the Association may individually contract on behalf of the Association.
- Resolutions of the General Meeting shall be passed by a simple majority of votes cast by full members present in an open vote, unless other provisions of the By-laws stipulate otherwise.
- On the basis of a formal motion made by any full member of the Association, the General Meeting may decide in favour of using a secret ballot to vote on any item on the agenda by a simple majority of votes cast by full members present.
§ 25.
- The Executive Board shall be comprised of three to five members elected by the General Meeting.
- The Executive Board shall be comprised of the President, Vice-President, Treasurer and Secretary. The Secretary's function may, in reasonable cases, be combined with another function exercised by an individual sitting on the Executive Board.
- The Executive Board shall be appointed and dismissed by the General Meeting for a two-year term of office.
- The Executive Board shall be set up at the first meeting following elections.
- Meetings of the Executive Board shall be convened by the President or, with his/her authorisation, by another member of the Board at least once every three months. Meetings shall also be convened upon a written request of two-thirds of the Board's members.
- Resolutions of the Executive Board shall be passed by a simple majority of votes, with at least half of its members present.
- The Executive Board shall have the powers to: a.admit new members to the Association, b.expel members from the Association (for reasons referred to in Chapter III, §9, point 3 of the By-laws), c.represent the Association in external relations and act on its behalf, d.manage the day-to-day business of the Association and determine directions of its operation within the framework set by the General Meeting, e.draw up reports on its activities for the Audit Board and the General Meeting, f.examine issues not reserved to other governing bodies of the Association, g.convene the General Meeting, h.determine membership fees i.draw up and present a draft budget for the approval of the members when determining the level of membership fees.
- The Executive Board may draw up working regulations which specify all areas of operations. Such working regulations are subject to approval by the General Meeting.
§ 26.
- The Audit Board shall be comprised of three members elected by the General Meeting.
- The Audit Board may draw up working regulations which specify all areas of operations. Such working regulations are subject to approval by the General Meeting.
- The Audit Board shall be comprised of a Chairman, Vice-Chairman and one Member.
- Meetings of the Audit Board shall be convened by its Chairman or, with his/her authorisation, by another member of the Board at least every three months. Meetings shall also be convened upon a written request by at least two members of the Board.
- Resolutions of the Audit Board shall be passed by a simple majority of votes, with at least two of its members present.
- The Audit Board shall have the powers to:
- exercise control over all aspects of the day-to-day business of the Association,
- submit motions to the Executive Board and file motions regarding the discharge of the Executive Board at the General Meeting,
- request that the General Meeting be convened,
- control and intervene in membership fees' payment,
- select an entity to audit financial statements of the Association in accordance with accounting laws and regulations.
§ 27.
- The Arbitration Board shall be comprised of three members of the Association, not being members of the Executive Board or the Audit Board.
- The Arbitration Board shall have powers to examine each written motion filed by the member of Association with respect to disputes or personal complaints against members of Association.
- The Arbitration Board shall meet upon a written motion by the Association's member and shall take decision on the said motion not later than within 1 (one) month.
- The Arbitration Board shall close its proceedings by giving a decision that shall be communicated to all members.
- Parties to the dispute shall have the right to appeal against the decision of the Arbitration Board to the next General Meeting.
- Decisions of the Arbitration Board shall be given by the full panel.
- The Arbitration Board may draw up working regulations which specify all areas of operations. Such working regulations are subject to approval by the General Meeting.
§ 28. Any casual vacancy in the composition of governing bodies referred to in Chapter IV § 1 subparagraphs 2, 3 and 4 as arisen during the term of office shall be filled by co-option during the General Meeting convened within 1 (one) month following the date of such vacancy. § 29.
- Assets of the Association shall be made up of membership fees, donations, bequests, own activities, endowments, public generosity and subsidies.
- Association funds and assets shall be managed by the Executive Board.
- The President or Vice-President individually, or two other members of the Executive Board acting jointly shall be authorised to represent the Association and contract financial obligations up to the amount specified by the General Meeting. Declarations in matters relating to property as well as contraction of obligations above the amount permitted by the General Meeting shall at all times require the signatures of two persons: the President or Vice-President and the Secretary or Treasurer.
- Any decision of the Board aimed at reducing the Association's assets or selling its intangible assets shall require a resolution by the General Meeting.
Chapter V. Final Provisions and Procedure for Amendment of By-laws § 30.
- .Any amendment to the By-laws or decision regarding the dissolution of the Association shall require a resolution by the General Meeting adopted by the majority of two-thirds of votes cast with at least three-fourths of all members eligible to vote being present.
- The second session for the adoption of resolutions regarding the matter in question shall be permitted after the lapse of 1 (one) hour from the time of the first session. At the second session resolutions shall be passed by the majority of two-thirds of votes cast irrespective of the number of members eligible to vote being present.
- When adopting a resolution regarding the dissolution of Association the General Meeting shall specify the method of liquidation and the appropriation of the Association's assets.
§ 31.
- These By-laws shall come into force on the day of registration by the Registration Court.
- 2.In matters not regulated hereunder the provisions of the Act on Associations shall be applied. Polish Association of Translation Agencies