Association of Czech Translation Agencies
Preamble – Objectives of the Association
Scope of Activity
The Association of Czech Translation Agencies (the “Association”) is a voluntary non-profit association of legal entities that operate in the domain of translation and interpreting services.
The Czech Republic the Association aims to pursue the following objectives:
1. To unite and promote interaction and cooperation among language service providers, and protect and encourage the promotion of the translation and interpreting industry in the Czech Republic;
2. To promote and assist the development of Association members;
3. To conduct market surveys; advise members and share general information on all matters relating to translation and interpreting; to print, publish, distribute, circulate and provide access to such papers, journals, books, circulars and other printed documents that may contribute any of the Association’s objectives;
4. To collect data and other information on all issues related to the translation and interpreting industry and evaluate them statistically;
5. To create a platform for the exchange of experience and best practices, and for the improvement and promotion of the members’ general and technical know-how;
6. To promote fair and honest conduct within the profession and eliminate professional negligence;
7. To express opinions on disputes relating to translation and interpreting services when requested;
8. To promote and support the implementation fair professional conduct and business practices;
9. To keep a public list of the Association’s members;
10. To promote the benefits of the services offered by translation agencies.
Internationally, the Association aims to pursue the following objectives:
1. To represent and promote the interests of members in negotiations with European and international institutions and organizations;
2. To build and develop relationships with associations of similar professional orientations worldwide;
3. To be the exclusive representative of the Czech Republic in the EUATC;
4. To delegate participants for EUATC meetings and submit proposals for delegates;
5. To inform members on the outcomes of international negotiations.
Name, Registered Address, Establishment and Duration
1. The Association’s name in Czech is “Asociace českých překladatelských agentur,” abbreviated as ACTA.
2. The English equivalent is the “Association of Czech Translation Agencies”.
3. In the Articles of Association, the association is referred to as the Association or ACTA.
1. The Association’s registered address is Na Dolinách 153/22, Praha 4, Postcode 147 00, Czech Republic.
Establishment and Duration
1. The Association is established within the Section 20 (f) et seq. of the Civil Code.
2. The Association is established for an indefinite period of time.
Membership in the Association
Terms and Conditions of Membership
1. Potential candidates for Association membership are legal entities or their branches are registered by the competent court in the Czech Republic, which:
a) operate in the domain of translation and interpreting services as their main business;
b) agree with the Association’s program and Articles of Association;
c) have operated on the market for at least 3 years;
d) have at least 3 employees;
e) have posted a minimum per-fiscal-year turnover of 3 million CZK in the past three years;
f) have not declared bankruptcy, had any application for bankruptcy filed against them, nor had any bankruptcy proceedings cancelled due to the lack of assets;
g) have not entered liquidation;
h) whose members of statutory bodies or partners have not been convicted of an intentional criminal offense;
i) whose shareholders have not been shareholders in any companies operating in the domain of translation and interpreting services that have been subject to a declared bankruptcy, have had any application for bankruptcy filed against them, or have had bankruptcy proceedings cancelled owing to the lack of assets;
j) have any outstanding arrears owed to public authorities;
k) Candidates who do not comply with any of points (c) to (e) above must be recommended by at least two existing Association members.
Establishment of Membership
1. Candidates will complete and sign an application and statement of the compliance with the terms and conditions of the Association membership within the meaning of Part III, Article I.
2. Together with the completed application, candidates must submit an extract from the Commercial Register (no older than three months).
3. Candidates must print out the application and send it to the Association by mail.
4. The claim for membership in the Association shall be established upon the approval of the candidate’s membership application. Applications shall be approved by the Board of Directors, based on input from all Association members. The Board of Directors will notify members of the receipt of individual applications, and unless members raise an objection against the admission of an applicant within 15 days, they shall be deemed to agree with the admission of the new member in question.
5. The Association’s Board of Directors shall notify applicants within 30 calendar days following the decision regarding the application.
6. Membership in the Association shall be established upon the date of the payment of the membership fee.
7. Candidates whose applications are not accepted may submit new applications no later than one year following the date of the decision.
8. New Association members will be issued a membership certificate.
Rights and Responsibilities of Members
1. Members are entitled:
a) to elect and be elected to all Association bodies;
b) to participate in General Meetings.
c) to make use of the services provided by the Association;
d) to request that the Board of Directors convenes General Meetings of the Association;
d) to participate in the decision-making process pursuant to the conclusions of the General Meeting;
e) to inspect the Association’s accounting books and business documents;
2. Members are obliged:
a) to pay membership fees;
b) to follow the Articles of Association and the decisions of the General Meeting;
c) not to act in conflict with the interests of the Association;
d) to respect the confidentiality of all information regarding the Association and its members that is classified by the Association as confidential.
Termination and Suspension of Membership
1. Membership in the Association shall cease to exist:
a) Upon the dissolution or cancellation of the members’ business. Members shall be deemed dissolved the date on which they are deleted from the Commercial Register. Members shall be deemed cancelled in accordance with the applicable laws.
b) Upon the member’s withdrawal. Members can withdraw from the Association if they have fulfilled all their obligations vis-a-vis the Association, pursuant to an application filed by the member’s statutory representative in the form of registered mail sent to the Association’s registered office. Members are not entitled to a refund on any aliquot part of any previously settled membership fees.
c) Upon the exclusion of a member. Association members may be excluded for any serious violation of their duties and/or for causing damage to the Association’s interests, including, for example:
· Serious breach of obligations, especially failure to pay membership fees and any sums owed to the Association within one month following the written notification of the Board of Directors;
· The circumstances under which the Association’s interests are deemed damaged include the breach of the Association’s reputation and non-compliance with the Association’s decisions;
· If a member acts in conflict with the Association’s interests
Members may only be excluded on the basis of a decision made by the General Meeting. Members are not authorized to contribute to decisions concerning their exclusion.
d) As a consequence of the loss of eligibility needed for the establishment of the Association membership pursuant to Part III, Article I of the Articles of Association. In such a case, the termination of membership is subject to the decision made by the General Meeting. Until such a decision is issued, the membership may be suspended. The Board of Directors shall render a decision as soon as it learns about the reasons for the suspension of the membership, either during its meeting or in accordance with Part IV, Article VIII; if this decision is not a consequence of the statement by the member to whom the membership applies, the President of the Board of Directors shall notify the member in question in writing. The suspension of membership shall not affect the members’ duty to pay membership fees to the Association. If the General Meeting does not confirm the termination of membership, the membership suspension shall cease to be effective on the day following the date of the General Meeting.
e) Upon the termination of the Association.
1. The Association bodies are:
Board of Directors
1. The General Meeting is the Association’s supreme body.
2. Annual General Meetings are held at least once a year. Extraordinary General Meetings shall be held when requested by members holding at least one fifth of the Association votes.
3. General Meetings are presided by the President or another authorized member of the Board of Directors.
4. General Meetings are held at the Association’s offices or as specified in the invitation.
5. Invitations to General Meetings shall be distributed among Association members no later than thirty calendar days prior to the meeting date. The programs and documents, necessary for the members to make decisions regarding the items on the agenda, must be enclosed in the invitations. Members must acknowledge the receipt of the invitation and their intention to participate within five business days prior to the date of the General Meeting. Furthermore, with the exception of proposals to amend the Articles of Association, which are regulated by the provisions of Part VI, members may submit suggestions regarding the meeting agenda. Subsequently, the Board of Directors shall make the final decision regarding the suggested agenda. The finalized agenda shall be distributed to members no later than two business days prior to the General Meeting date.
6. If a General Meeting is postponed, Association members shall be updated about the date/time and venue of the new General Meeting, immediately following the decision to postpone the meeting in question.
7. General Meetings may only be attended by the Association members and any guests invited by the Board of Directors. Each member may be represented by a maximum of three representatives, of which only one shall have the right to vote. This member must be the employee of the represented Association member. Members shall provide a list of the representatives and their title in the confirmation of the intention to participate.
8. Each Association member holds a single vote.
9. Members that cannot participate in a General Meeting may authorize another Association member to cast a vote on their behalf (in writing or by e-mail).
10. Members cannot vote (whether in person or by proxy) if they have outstanding membership fees or fail to settle any other amounts payable to the Association; the same applies to members whose membership has been suspended.
11. General Meeting decisions are adopted by a simple majority of votes from the present members, unless the Articles of Association stipulate otherwise.
12. A quorum at General Meetings is constituted if a simple majority of all Association members are present.
13. Members of the Board of Directors and the Treasurer are elected during General Meetings.
14. Furthermore, a liquidator is elected and removed by the General Meeting.
15. Members may decide that some of the decisions made during General Meetings will require a majority of three quarters of the votes of the present members.
16. Unanimous approval of the General Meeting members is required in the following matters:
a) Changes in the scope of the Association’s activities;
b) Mergers or divisions, or the dissolution of the Association.
17. A two-third majority of the votes of all members present to General Meetings may decide on:
a) All changes in the members’ rights and responsibilities;
b) Amendments to the Articles of Association, except for changes within the meaning of Article 16 (a) hereof, and matters not further regulated herein;
18. During General Meetings, a reporter elected by a simple majority of the votes shall issue minutes of the General Meeting, to be approved by an elected minutes verifier. The minutes shall include a list of all members present (attendance sheet). The minutes shall be deemed approved when signed by the verifier. Copies of the approved minutes shall be distributed to all Association members within five business days following the approval thereof.
19. Minutes of General Meetings shall be archived within the Association headquarters.
Board of Directors
1. During the period between General Meetings, the Board of Directors shall be the Association’s supreme representative. During this period, the Board of Directors shall attend to all of the Association’s matters.
2. The Board of Directors is authorized to take all measures needed to achieve the Association’s professional objectives, except as reserved by law, to the General Meeting.
3. The Board of Directors shall draw up a draft budget for each calendar year.
4. The Board of Directors shall appoint the Association’s representative for EUATC meetings.
5. The Board of Directors has a President, at least two Vice Presidents and a Treasurer. Members may decide to change the size of the Board of Directors during General Meetings. The directors must be representatives of the Association members.
6. Directors are elected during General Meetings, by a simple majority of votes.
7. The first Board of Directors meeting shall be held immediately after the General Meeting, during which it was elected. The President and Vice Presidents shall be elected from the Board members.
8. The President of the Board of Directors:
a) participates in and presides meetings of the Association’s Board of Directors;
b) supervises the activities of the Board of Directors;
c) convenes General Meetings and makes decisions regarding the agenda;
d) issues Association membership certificates to Association members;
e) represents the Association in external relationships.
9. Vice-Presidents of the Board of Directors:
a) work as temporarily substitutes for the President if authorized, in the event that the appointed President is unable to act. If possible, they shall consult their decisions with the President;
b) participate in the meetings of the Board of Directors.
10. Meetings of the Board of Directors are convened and chaired by the President of the Association or an authorized Board member. The President shall convene Board meetings if requested by at least two Board members.
11. The dates and times of the Board meetings are agreed on between the Board members (via e-mail or phone).
12. The Board of Directors has a quorum if a simple majority of its members are present, whether in person or by proxy. Proxies may only be appointed by other Board members (via e-mail or fax).
13. In exceptional or urgent cases, and in the event of professional interest, the Board of Directors may make decisions based on the unanimous consent of its members rendered in writing, or via video conferencing.
14. The Board of Directors makes decisions, according to a three-quarter majority of the votes of the present members, unless the Articles of Association stipulate otherwise. Each member of the Board of Directors has one vote.
15. During meetings, a reporter elected by a simple majority of the votes shall issue minutes of the Board of Directors meeting, to be approved by an elected minutes verifier. The minutes shall include a list of all members present (attendance sheet). The minutes shall be deemed approved when signed by the verifier. Copies of the approved minutes shall be distributed to all Board members within five business days following the approval thereof.
16. Minutes of Board meetings are archived in the Association’s office.
1. The Treasurer is elected during General Meetings.
2. The Treasurer:
a) manages the Association’s accounts and issues invoices;
b) submits annual financial statements for approval at General Meetings;
c) maintains a list of the Association’s members;
d) prepares and signs payment orders approved by the Board of Directors and submits these for payment;
Term of Office and Compensation
1. All Association body members are elected to serve two-year terms.
2. Unless members decide otherwise during General Meetings, Association body members are not compensated for their work.
Resignation and Removal
1. Elected representatives may resign at any time during the term of office, within a three-month notice period commencing on the day on which the Association receives the letter of resignation.
2. Elected representatives may be removed, with or without a given reason, by a simple majority of the votes by the Association members present at a General Meeting.
Signing on Behalf of the Association
1. The President signs on behalf of the Association by attaching a signature under the Association’s name.
2. Vice-Presidents sign on behalf of the Association by attaching their signatures under the Association’s name.
1. In emergencies, voting may be organized and decisions may be adopted by correspondence (via e-mail). Such voting shall not replace the decisions adopted during General Meetings. However, such voting may replace the Board of Director’s actions and decisions. The results of such voting shall be included in the minutes of the next General Meeting or meeting of the Board of Directors.
1. The Association was founded without capital.
1. The Association collects revenue from the following channels:
a) Annual membership fees
b) Sponsorship contributions and donations
c) Other income.
2. The Association’s spending includes:
a) EUATC membership fees
b) Costs related to participation in EUATC meetings
c) Costs associated with operating the Board of Directors and convening General Meetings of Association members
D) Costs associated with the Association’s operation in general
1. Each Association member shall pay an annual membership fees.
2. The amount of the annual membership fee shall be set during annual General Meetings, and shall be due based on an invoice issued by the Association’s Treasurer.
1. The Association is authorized to acquire movable and immovable assets, in accordance with the applicable legislation.
2. The Association shall manage all its assets with due care and diligence.
3. The Association shall use the assets for the implementation of its mission and goals.
1. Fiscal years shall run from 1 January to 31 December of each year.
Profit and Loss
1. The Association is a non-profit organization.
2. Each Association member shall share any loss posted by the Association in equal parts.
3. Losses shall be divided based on the number of the Association members as of the date on which the losses were generated.
4. Profits shall not be distributed as dividends.
Financial Claims and Liabilities of Former Members
1. All members who terminate their membership or whose membership is terminated shall continue to be liable vies-a-vis the Association for all obligations existing during their Association membership.
2. All amounts owed to the Association shall be settled within thirty days following the notice of the membership termination. Late interest of 0.05% shall accrue each day any amount of owed settlement is delayed by members who terminate their membership or whose membership is terminated.
3. All amounts owed by the Association to members who terminate their membership or whose membership is terminated shall be settled in accordance with the agreed terms and conditions.
Limitation of Powers
1. Without members’ consent expressed during a General Meeting, neither the President nor any of the Directors may:
a) Dispose of or encumber any Association’s assets;
b) Make any free use of the Association’s assets.
Dissolution of Association and Change in Legal Form
Dissolution of Association
1. The Association shall cease to exist upon its voluntary dissolution or merger with another organization, based on a unanimous decision adopted during the General Meeting of members.
2. The Association shall be deemed dissolved upon its deletion from the registers maintained by the competent public authorities.
3. Upon the termination of the Association, the method of liquidation must be determined and a liquidator must be appointed.
4. Property settlement shall be performed upon the dissolution of the Association, i.e.
All amounts payable by the Association must be settled;
The remaining assets shall be distributed equally among the Association members.
5. If the settlement leads to any negative balance, the liquidator may request that members participate in the compensation of the deficit equally.
6. The Association merger or division requires unanimous consent of all Association members expressed at a General Meeting.
Change in Legal Form
1. The Association must not change its legal form.
Amendments to Articles of Association
Each Association member shall be entitled to suggest amendments to the Articles of Association in writing.
The Board of Directors shall send each duly submitted proposal to all Association members for comments, within 30 days following the delivery thereof, in accordance with Section IV, Article VIII.
Association members who do not submit their comments within 15 days following the receipt of the proposal from the Board of Directors shall be deemed to disagree with such a proposal.
If a 2/3 majority of all Association members express their consent with a proposal, within 15 days following the receipt thereof from the Board of Directors, the Board of Directors shall include such a proposal for amendments to the Articles of Association in the agenda of the next following General Meeting. Otherwise, the proposal in question cannot be included in the agenda of the General Meeting. The Board of Directors shall notify the member in question in writing within 15 days following the discovery of this fact.
The same proposal may be resubmitted to the Board of Directors no earlier than one year following the day on which the previous proposal is rejected during the General Meeting of members, or on which the Board of Directors notified the member that the proposal could not be included in the agenda of the General meeting for reasons set out in 4.
Common, temporary and Final Provisions
1. The Articles of Association shall come into force upon the entry hereof in the registered maintained by the competent public authorities.
2. The Articles of Association shall be kept within the Association’s headquarters.
3. The Articles of Association and the legal relations arising herefrom shall be governed by Czech law, and – if not forming part of this legal code and if not in conflict with this legal code – also by Council Regulation (EEC) No 2137/85 of 25 July 1985, as amended.
4. All disputes
a) between members and the Association
b) between the Association and the members of its bodies
c) between Association members, arising from or in connection with their membership in the Association,
will be finally resolved under the Rules of Arbitration of the International Chamber of Commerce, by three arbitrators appointed in accordance with the Rules.