Statutes of Association of Translation Companies of Slovakia
The Association of Translation Companies of Slovakia (hereinafter only the Association) is a professional organisation that integrates providers of translation and interpretation services. The English equivalent of the name thereof is the Association of Translation Companies of Slovakia (ATCSK). The registered office of the Association is seated at B. Nemcovej 4, 949 01 Nitra. The Association has been founded pursuant to the provision of Article 20 f et seq. Civil Code. The translation services refer to the services pursuant to the EN 15038:2006 standard. The Association has been founded for an indefinite period.
Tasks and Objectives
The task of the Association is: a) to unite translation companies, promote interaction and cooperation of these companies, and support promotion thereof in the Slovak Republic; b) to increase the professional level of translation services in Slovakia by active impact upon both the professional and the lay public c) to cooperate with professional organisations covering translators, as well as with educational institutions with the aim to increase the level of translators in Slovakia; d) to jointly act against the customers violating the contractual business terms; e) to jointly act against the providers not complying with the valid directives for the providers of translation services; f) to represent and advocate the interests of its members in external relationships towards state bodies and other social organisations g) to represent the providers of translation services in Slovakia in international professional organisations and to enforce their interests in these organisations; h) to support exchange internships of young translators and interpreters, to organise training courses for the beginners in the field, refresher courses and other related activities, and thus to improve and support the general and technical know-how, and concurrently to increase the quality of firms, companies and persons in the field of translation and interpretation; i) to carry out market survey in view of the availability of translation and interpretation literature, dictionaries and support material, to co-participate in improvement and creation thereof, to compile the obtained know-how and other information on all the issues concerning the field of translation, to provide them to its members, and to evaluate them in terms of statistics; j) to be helpful in settlement of disputes between individual members of the Association via the court of arbitration; k) to promote and support application of the principles of professional acting in business practice, to form a standard of honest acting within the profession with the aim to move and adopt such decrees that shall be indispensable or suitable in the future in the interest of the profession, business practice, professional acting of the members, and to enforce adoption thereof and compliance therewith; l) to recommend the consumers using the services of the members of the Association, to explain them the benefits of these services, and thus to protect the consumers' interests.
Terms of Membership
Only a legal entity pursuing the business of provision of translation services that concurrently satisfies the below requirements can become a member of the Association: a) has been maintained with the Companies Register of the Slovak Republic, pursues its line of business in Slovakia, the translation activity has to be the principal activity thereof, and has to arrive at minimum 50 % of the annual turnover; b) has to be pursuing the business of provision of translation services for minimum two years; c) has to employ minimum two employees under permanent employment as defined in the Labour Code 433/2003 Coll. upon employment contract or other form of contract pursuant to the Labour Code for an indefinite period and their working time has to total at least 20 hours per week; d) at least one of the employees has to be a qualified translator pursuant to EN 15038:2006; e) has to provide translation services pursuant to the EN 15038:2006 standard; f) has to be a party to indemnity insurance with occupation practice; g) has to comply with the Code of Ethics of the Association and concurrently affirm the Articles and programme of the Association; h) the members of statutory bodies thereof, partners and representatives have not been legally convicted of a crime related to the line of business of the legal entity; i) has not been adjudicated bankrupt and neither a petition in bankruptcy has been filed in relation thereto, nor bankruptcy has been annulled for lack of property; j) is not in liquidation; k) has to have all the obligations in relation to the Association settled; l) has to dispose of business premises reserved for the purposes of provision of translation services.
Types of Membership
The Association of Translation Companies of Slovakia distinguishes three types of membership:
a) the membership of founding members of the Association,
b) the regular membership,
c) the honorary membership.
The membership of founding members is created upon signing the Articles of the Association. Needless to say, the parties having signed the Articles of Foundation become the founding members. Article III section b) does not apply to the founding members.
The regular membership is created upon affirmation of the filled-in application satisfying all the requisites of the Articles of the ATCSK. A two-third majority of votes of the Board of Directors and membership fee payment make prerequisites to the affirmation.
The honorary membership arises upon affirmation of the membership moved by one of the regular members of the Board of Directors by minimum a two-third majority of votes of the Board of Directors by a person or an organisation that has to a significant degree contributed to development of translatology and language culture. This form of membership does not imply the rights and obligations of regular members and founding members of the Association.
Creation of Membership
a) an applicant for membership shall fill in and sign an application with correct data and an affidavit stating the member satisfies the terms of membership of the Association pursuant to Article III; b) is obligated to submit along with the filled-in application a copy of an entry in the Companies Register (not dated earlier than 1 month ago), a certificate of a tax authority that no tax arrears are recorded in relation to the entity, and statements of criminal records of the members of the statutory body and partners; c) to file the application at the place of registration of the registered seat of the Association; d) in case the application does not comprise all the required data and basic documents as set out in Article III, the applicant can additionally supply these basic documents, and that at latest 3 days prior to the Board of Directors meeting; e) decision on admission or non-admission of the member shall be rendered in presence of the applicant at the nearest Board of Directors meeting. The applicant shall be notified of the date of the Board of Directors meeting in writing to the applicant's address; f) if the applicant does not appear before the Board of Directors without sound justification, the discussion on the application shall not be viable and shall be deemed groundless; g) if the applicant is not admitted as a member, the applicant can file another application, and that at soonest upon expiration of one year as of the last discussion thereon at the Board of Directors; h) the membership in the Association arises upon affirmation of the application by two thirds of votes of the persons present at the Board of Directors and upon the membership fee payment, and that at latest by 5 working days; i) the Board of Directors shall renounce the application if any of the sections in Article III is not satisfied; j) the Board of Directors is entitled to renounce discussion on the application, should the provided data prove untrue; k) after admission of the applicant for a member of the Association, the Secretary shall issue by 10 days a certificate of membership.
Rights and Obligations of the Members
The rights of the members imply: a) to elect and be elected into all the bodies of the Association, b) to participate in the Board of Directors, c) to make use of the services of associations, d) to apply that a representative of the Board of Directors summons the meeting thereof, provided one fourth of votes of all the members applies for the summoning, e) to take part in the decision-rendering process according to the conclusions of the Board of Directors, f) to address the bodies of the Association with subjects and complaints, and application for an opinion, g) to be informed of the activity and of the decision-rendering process of the Association. The obligations of the members imply: a) to comply with the Articles of the Association, b) to assist in performance of the objectives of the Association and to take active part in its activities, c) to assist the bodies of the Association in accordance with own conscience, extent of possibilities and skills, d) to protect and appreciate the property of the Association, e) to place the logo in compliance with the graphic manual approved by the Board of Directors, f) not to act in contravention of the interests of the Association, g) not to disclose the confidential information on the Association and its members, h) to compensate the losses proportionately to the set vote ratio, i) the members of the Association are bound by all the obligations imposed thereupon by the membership under the Articles or an internal order that the members can create; j) to pay membership fees. In case of default on the payment as at the specified date, regardless any additional compensation, including the suspension of membership or exclusion, interests as set out in the valid acts shall be automatically charged thereupon.
Organisational Structure of the ATCSK
Board of Directors is the supreme body of the ATCSK. It is summoned at least twice a year. It is composed of the representatives of individual members of the Association. The Board of Directors organises the activity of the ATCSK and elects the Executive Board composed of a two-member Audit Committee, a President, and a Secretary always for a 2-year term under secret voting. Furthermore, it elects two representatives for the EUATC, for a period of 1 year. It has to declare the elections and inform the representatives of the members of the Association in writing, and that at least two months prior to the date thereof. A member can hold individual offices at most for two successive periods. The Board of Directors is quorate provided an absolute majority of the members is present. The Board of Directors summons an extraordinary assembly of the members upon own initiative upon the proposal of the Audit Committee or if at least one fourth of the members applies therefor. The decisions of the Board of Directors are documented in the minutes from the Board of Directors taken down by an appointed Secretary who signs them along with the President of the Association. The minutes from the Board of Directors are numbered according to the order of time of occurrence and stored in the archives at the registered seat of the Association. Each member of the Association is entitled to inspect these minutes. At the session of the Board of Directors, upon requirement of minimum the absolute majority of the members, a question of confidence in the elected representatives can be raised.
Executive Board of the Board of Directors composed of the President, a Secretary, and an Audit Committee, is: - the executive body of the Association, - controls the activity in the periods between the meetings of the Board of Directors, - summons and prepares the discussion of the Board of Directors in terms of content and prepares the basic materials for these discussions, - unless the Board of Directors decides otherwise, all the elected offices denote unpaid offices.
Audit Committee controls the economic activity of the ATCSK and the Board of Directors and submits the results of its findings to the Board of Directors and to the President.
President is a statutory body and an elected representative of the ATCSK. The elections of the President are held once in two years at a regular meeting of the Board of Directors from the candidates nominated by the members of the Association. The nomination must be presented by the statutory person of the member of the Association, and that at least 30 days prior to the elections along with the candidate's curriculum vitae and programme declaration. The President represents the ATCSK at meetings, discussions, and participates in selected activities. The President enforces therewith the intentions approved by the Board of Directors.
Secretary is a statutory body of the ATCSK. The Secretary represents the President in case of his/her absence upon the commission of the President, or the Board of Directors. The Secretary is the representative of the member having ranked second in the elections of the President of the Association. The Secretary draws up the budget of the ATCSK, is liable for the assets management and funds of the ATCSK. The Secretary delivers necessary administrative actions upon the decision of the Board of Directors. The Secretary is obligated to take the minutes of the Board of Directors meeting that is to be signed and approved by the Executive Board and the copies thereof are sent to all the members of the Association.
Distribution of ATCSK Votes
Each founding or regular member of the Association obtains upon admission to the ATCSK one vote. Other votes are acquired by the members ATCSK as follows: a) if the annual turnover of a member of the Association exceeds the sum of 25 MLN SKK, the member is entitled to one vote. The member is obligated to document this turnover by means of the last tax return; b) if a member employs more than 6 employees under permanent employment, the member is in the process of translation entitled to one vote. The member has to document this number by means of a confirmation of the Social Insurance Agency.
Rights and Obligations of the Bodies of the ATCSK
The members of the Association delegate their representatives via their statutory persons, thus a particular person representing the particular member in all the actions associated with the Association is delegated; in addition, the representative represents this member at the meetings of the Board of Directors. The office arisen upon election by the Board of Directors can be terminated upon: a) mandate termination, b) dismissal by the Board of Directors, c) death of the person holding this office, d) dismissal by the statutory person having delegated the person to be elected, e) written resignation. The statutory persons of the member of the Association, its employees, but also persons without any employment relationships to the member can be elected for the offices to be elected.
Termination of Membership
The membership in the ATCSK terminates upon:
1. withdrawal - written declaration of the statutory person of the member of the ATCSK, and that 30 days as of delivery of the registered letter of withdrawal to the Executive Board of the Association/the President to the address of the Association and the member has to settle all its obligations to the Association and its members by this date;
2. exclusion - once a two-third majority votes for the exclusion at an extraordinary meeting of the Board of Directors for the reason of gross violation of the Articles of the ATCSK: a) upon gross default on the membership obligations, in particular, default on payment of the membership fee or the amounts due to the Association, and that by one month as of the written notification of the Executive Board of the Board of Directors; b) upon impairment of the interests of the Association, impairment of business transactions of the Association, impairment of the credit of the Association, default on the decrees of the Association and threat intimidating the Association or an activity that potentially stands for such a threat; c) gross violation of the Articles of the Association. No appeal against this decision can be filed.
3. termination of the legal entity - upon termination of the membership, the obligation of non-disclosure of the internal information of the Association arises to the former member, and that for a period of two years.
Principles of Funds Management
1. The Association is a non-profit organisation and has been founded without any registered capital and the funds of the Association are managed according to the approved budget. The ATCSK manages both the tangible and intangible property (if possesses any). The funds for the activity imply: a) membership fees, b) the very funds management activity, c) subsidies, gifts, legacies, inheritances, etc. All the funds can be used only for supporting the objective of the ATCSK. Losses are distributed among individual members proportionately - by number of votes. 2. The fees are approved at the meeting of the Board of Directors and are used in particular for: a) a membership fee to the EUATC, b) costs on participation at the meeting of the EUATC, c) costs on the meeting of the ATCSK Board of Directors, d) other costs associated with the ATCSK operation, e) assuring the operation and application of the adopted tasks and objectives. 3. Each member of the Association is obligated to pay a membership fee and another annual fee. In case of default on the membership fee payment as at the specified date, regardless any additional compensations, including the suspension of membership or exclusion, interests as set out in the valid acts shall be automatically charged thereupon. 4. Other incomes: a) the Association is authorised to acquire in compliance with the binding regulations all the tangible and intangible property under own ownership; b) the Association has to manage its property in compliance with the principles of correct funds management; c) the property of the Association can be used only for realisation of the objectives of the Association. 5. The ATCSK can issue own periodic and non-periodic publications. 6. Profit and loss: a) the Association is a non-profit organisation; b) each member takes part in loss in proportion to the number of votes; c) in case of loss, the loss is distributed by number of votes as of the date it has occurred; d) profit is not distributed; e) with termination of membership, neither the paid annual fee, nor the proportionate part thereof, are refunded. 7. Financial claims and liabilities of the former members: a) the withdrawing or excluded members shall remain jointly and without limitation liable to all the third parties for the liabilities arisen prior to their leaves; b) all the due sums of the withdrawing or excluded members must be settled, and that by 1 month as of the date defined for financial settlement, if the party in default fails to do so, interests as set out in the valid acts shall be automatically charged upon the due sum; c) the value of the liability of the Association shall be offset against the liability amount to the corresponding member in debt to the Association. 8. Restriction on Powers The President and the Secretary may not without the permit of the Board of Directors: a) take loans, b) provide lien over the assets appurtenant to the Association, c) to use freely the assets of the Association, except for the minor contributions from the common practise.
Termination of the ATCSK
1. The ATCSK can terminate its activity only upon decision of the Board of Directors by a two-third majority of votes under the presence of minimum two thirds of all the members. In such a case, the Board of Directors has to nominate a liquidator. With the termination of the Association, property settlement shall be realised, and that by: a) payment of the liabilities of the Association, b) material restitution of the ordered services, c) payment of the due amounts of the Association to its members, d) distribution of the remaining part among the members in equal shares. 2. Merger and division of the Association fall under unanimous decision of the members of the Board of Directors. 3. The legal status of the Association may not be changed. 4. The Association terminates: a) upon dissolution of the Association and subsequent liquidation, b) in case the Association is adjudicated bankrupt. 5. The Association terminates upon expungement from the Register. 6. Should the property settlement result in negative balance, the liquidator can require the members to settle the deficit proportionately to the number of votes. 7. The Ministry of Interior of the SR has to be notified of termination of the Association by 15 days as of the liquidation termination. With liquidation, the procedures as set out in Article 70 - 75 Civil Code are applied accordingly.
1. Adoption of these Articles falls under the competencies of the founding assembly of the Board of Directors upon a two-third majority of votes. 2. The Articles come into effect as of the day of adoption thereof. 3. Amendments to the Articles fall as well under the competencies of the Board of Directors also upon a two-third majority of votes.