Bylaws of the EUATC ASBL, Rue Froissart 57 · B-1040 Brussels · Belgium
PART I
Article 1 – NAME
The name of the Association is 'European Union of Associations of Translation Companies', Association
sans but lucratif, abbreviated to 'EUATC ASBL '.
This name must appear legibly in all deeds and documents produced by the Association.
Article 2 – PURPOSE
The purpose of the Association is as follows:
a) to unite the Associations of Translation Companies and to promote interaction and cooperation
between these Associations, as well as to protect and encourage the promotion of the translation and
interpreting industry in all of the countries of Europe;
b) to promote and assist the development of such Associations in countries where they are currently
absent;
c) to represent and promote the interests of its members in negotiations with European and
international institutions and organisations;
d) to conduct market surveys; to advise its members and share general information with them on all
matters relating to translation and interpreting; to print, publish, distribute, circulate and provide access
to such papers, periodicals, books, circulars and other documents as may contribute to any of the
objectives of the Association;
e) to gather and collate statistics and other information on all issues relating to the translation and
interpreting industry;
f) to improve and promote general and technical knowledge and the quality of enterprises,
companies and persons operating in the translation and interpreting industry or any related work, whilst
promoting fair and honourable conduct within the profession and eliminating professional negligence;
g) to establish and cultivate relationships with similar associations around the world;
h) to prepare for and to promote the adoption of contracts and other similar documents for use in the
translation and interpreting industry; to encourage the settlement of disputes through arbitration and to
appoint mediators and referees under whatever conditions and circumstances it shall be deemed
appropriate to do so;
i) to promote – and in doing so seek to establish – principles for professional conduct and business
practice, to create one or more standards for fair negotiation within the profession and, to this end, to
devise and adopt such regulations as shall from time to time be deemed necessary or appropriate to
the interests of the profession or to the business practices or professional conduct of its members and
to ensure, or attempt to ensure, that they are upheld and observed;
j) to conduct any research which may be deemed necessary or desirable for the fulfilment of any of
the objectives of the EUATC ASBL, and to encourage the process of identifying, assessing and
publicising the details and benefits of inventions and processes for potential use by enterprises,
companies or persons involved in the translation and interpreting industry;
k) to encourage exchanges of young translators, interpreters and directors between member
Associations.
Article 3 – HEAD OFFICE
The head office of the Association is defined as being at 57 Rue Froissart, 1040 Brussels, Arrondissement
judiciaire: Brussels
It may be transferred to any other location in Belgium.
The address of the Association's head office must appear legibly on all deeds and documents produced by
the Association.
Article 4 – DURATION
The Association is founded for an indefinite period starting from its date of registration with the Commercial
Court in Brussels (Greffe du Tribunal de Commerce ŕ Bruxelles).
Article 5 – FINANCES
The Association is founded without any initial capital.
PART II
Members
Founding members are the associations named herein as the appearing parties:
Finland SKTOL – Finnish Association of Translation Companies
Poland PSBT - Polish Association of Translation Agencies
Germany QSD - Qualitäts-Sprachendienste Deutschlands e.V.
Netherlands ATA - Association of Translation Agencies
Belgium BQTA - Belgian Quality Translation Association
Great Britain ATC - Association of Translation Companies
France CNET - Chambre Nationale
des Entreprises de Traduction
Spain ACT - Asociacion de Empresas de Traducción
Portugal APET - Associaçăo Portuguesa de
Empresas de Traduçăo
Italy FEDERCENTRI - Federazione dei Centri di Traduzione e Interpretariato
Austria WKÖ - Fachverband Druck Arbeitskreis Sprachdienstleister
Czech Republic ACTA - Association of Czech Translation Agencies
Hungary MFE - Magyarországi Forditóirodák Egyesülete
Romania AFIT - Romanian Association of Translation and Interpreting Companies
Bulgaria BAPITA - Bulgarian Association of Professional Interpretation and
Translation Agencies
Greece HATC - Hellenic Association of Translation Companies
Estonia AETC - Association of Estonian Translation Companies
Turkey TUATC - Turkish Association of Translation Companies
Slovakia ATCSK - Association of Translation Companies of Slovakia
Article 6 – ADMISSION OF NEW MEMBERS
The Association may admit new members satisfying the following criteria and the terms of admission.
The decision to admit new members must be taken at the GM in accordance with
Art. 18a of these bylaws:
a) The Members of the EUATC ASBL must be national associations of translation companies from a
European country. In order to encourage genuine national representation and cooperation, only one
association per country shall be accepted. In countries where more than one association exists and
where two or more such associations are seeking admission to the EUATC ASBL, the General
Meeting shall decide which of them is to become a member of the EUATC ASBL. It shall take into
consideration not only the level of representation (in terms of quantity), but also the commitment,
professionalism and quality assurances of its members. The EUATC ASBL will encourage any
association which is successful in seeking membership to cooperate with all other associations in the
same country in order to provide genuine representation for the entire country.
b) In countries where no association exists, the General Meeting may agree, by decision of the
General Meeting, to approve the membership of an individual company in a European country which is
not currently represented. This membership will be valid for a period of one year. During this period,
the company shall endeavour to promote the creation of an Association of Translation Companies in
the respective country.
c) Associations may apply for membership provided they satisfy the following conditions:
- its members must be companies specialising in translation and interpreting services;
- the association must have a Code of Conduct and a Quality Standards document for its members;
- the association must be located in a European country
(not restricted to the EU).
d) Requests shall be issued to the General Meeting, which shall vote to decide whether or not
applicants are to be accepted.
Article 7 – RIGHTS AND OBLIGATIONS OF THE MEMBERS
7.1 – Rights
Members of the Association shall benefit from all rights to which they are entitled under Belgian law, under
these bylaws and under any internal regulations which the Association may introduce.
In particular, each member has the right:
- to make use of the services of the Association;
- to request that the Board convene a meeting;
- to participate in the corporate decision making process under the terms of Art. 16-18 of these
bylaws;
- to obtain information from the Board relating to the activities of the EUATC ASBL
- to consult its accounts and financial documents;
- to make a formal request for the dismissal of a member of the Board, with good reason.
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7.2 – Obligations
The members of the Association shall be bound by all obligations to which they are subject under Belgian
law, under these bylaws and under any internal regulations which may be devised by the members under
the terms of Article 9 of these bylaws.
In particular, each member shall be obliged:
- to pay annual memberships within sixty days of a request sent by the Treasurer. In the event that
payment is not made within this period, and without prejudice to other remedies, the sums in question
shall duly and without notice attract interest at the legally applicable rate, calculated pro rata on the
basis of the number of days' delay;
- to maintain discretion with regard to confidential information relating to the Association or to its
members.
Article 8 – SUBSCRIPTION FEES
The funds of the EUATC ASBL comprise members' subscription fees and/or other reimbursements or
donations to be administered by the Treasurer. Each member Association shall pay any initial enrolment
fee (€ 500.00/2007) and annual member's subscription (€ 1,500.00/2007) as defined in the Internal
regulations. The sum to be paid shall be voted upon annually by the General Meeting, and shall be
payable within sixty days of dispatch of the payment request by the Treasurer.
Article 9 – INTERNAL REGULATIONS
Members may specify their rights and obligations and the sanctions to be applied in the event of failure by
members to fulfil their obligations, and may create regulations covering a number of confidential issues in
the form of Internal Regulations which must be adopted unanimously and may not depart from the
provisions of these bylaws.
Article 10 – RESIGNATION
Any member of the Association may resign on the thirty-first of December of any year, provided they have
fulfilled all of their obligations to the Association, subject to the issue of notice at least three months in
advance to the Board of the EUATC ASBL.
Article 11 – LOSS OF MEMBERSHIP STATUS
A member of the Association shall duly and without notice cease to be a member of the Association in the
event of their own dissolution.
When a member ceases to be a part of the EUATC ASBL, the Board of the EUATC ASBL must
acknowledge this and inform the members of the EUATC ASBL. This fact must be taken into consideration
in the annually published list of members of the EUATC ASBL.
Article 12 – SUSPENSION
Any member failing to fulfil its obligations to the EUATC ASBL shall receive a written warning from the
Board of the EUATC ASBL indicating in which way this member is not acting in compliance with these
bylaws.
Should the member fail to correct this situation within one month of this warning, the Board of the EUATC
ASBL may decide to suspend that member, in which case, the member will be deprived of its rights within
the Association.
The Board of Directors will put into the agenda for the next General Meeting to discuss the exclusion of that
member.
Article 13 – EXCLUSION
Any member of the EUATC ASBL may be excluded for any of the following reasons:
- if a member or any of its delegates seriously fails to fulfil its commitments, in particular, nonpayment
of the sums owed to the Association within one month of the written warning issued by the
Board of Directors;
- if a member or any of its delegates harm activities of the EUATC ASBL as defined in the Internal
Regulations;
- if a member or any of its delegates causes damage to the image of the EUATC ASBL through
failure to comply with its regulations;
- if a member is no longer representative in comparison to other associations of that country; in such
an event, the General Meeting may deem that a change of member within that country would best suit
the interests of the EUATC ASBL, assuming that the associations are unable to reach agreement with
regard to the extension of the membership of the current member Association;
- where a company accepted as a member has failed to create an association within a period of one
year, in which case, the General Meeting may decide to allow an extension or accept another company
under the same terms;
- where a member causes, or threatens to cause, serious trouble with regard to the operation of the
EUATC ASBL or to one or more members of the EUATC ASBL.
Exclusion may only occur following the decision of the General Meeting in accordance with Art. 18b or
through the verdict of a tribunal appointed at the joint request of the majority of the other members.
Article 14 – POWERS
The members of the EUATC ASBL, when acting jointly, are entitled to take any decision or execute any
procedure which may be necessary or useful in achieving the Association's goals.
In addition, only members acting corporately are entitled to take decisions regarding modifications to these
bylaws, requests for subscriptions, the admission of new members, the exclusion of members, formalities
for convening the meeting, the anticipated dissolution of the Association, its extension, the approval of the
budget and the annual accounts and the election and dismissal of Presidents, Vice-presidents and
Treasurers, subject to the terms, conditions and procedures detailed in the bylaws and in the Internal
Regulations.
Article 15 – CONSULTATION
All delegates of the members of the EUATC ASBL must be consulted by the Board at the initiative of a
member of the Board or upon request by a member.
Delegates of the members and members alike may propose items for inclusion in the agenda of a General
Meeting or wording for proposed resolutions.
Consultation for such items shall be in written form.
PART III
Article 16 – GENERAL MEETING
Each member Association shall appoint a maximum of two delegates to represent it in all matters regarding
the European association (EUATC ASBL), and shall supply the name of the delegates in writing to the
President. The delegates shall have the power to make decisions and act in the name of and on behalf of
their Associations, and shall be eligible for the positions of President, Vice-President and Treasurer of the
EUATC ASBL.
16.1 – The meeting shall be chaired by the President of the Association, the Vice President or another
member elected by the meeting as required
16.2 – The General Meeting has to decide on the following issues:
1. making amendments to the Bylaws;
2. the appointment and dismissal of administrators;
3. the appointment and dismissal of Board members;
4. the discharge of all functions and responsibilities of administrators and Board members;
5. the approval of budgets and accounts.
6. dissolution of the organisation;
7. the exclusion of a member;
8. any other decision provided for by these Bylaws to be presented at the GM.
16.3 – Scheduling of General Meetings
a) ordinary general meeting at least twice per year to approve the accounts and, where relevant, to
assign reserves, to merge, demerge or dissolve the Association;
b) an extraordinary meeting may be called if the Board considers that there are important reasons to do
so;
c) if at least 20% of the members of the EUATC ASBL request an extraordinary General Meeting it
shall be convened.
16.4 – The meeting will be held at the location named in the invitation.
16.5 – At an Ordinary General Meeting, the date and venue of the next General Meeting are agreed and
minuted. Further notification, with full details and a draft agenda, will be circulated thirty (30) days before the
meeting date. Members shall confirm receipt of notification, confirm in writing within five (5) days their
intention to attend and, at this point, can also propose additional items or questions for the agenda.
The final agenda, accompanied by relevant documentation including the financial status of the association,
will be circulated fifteen (15) days before the meeting. The final agenda must be accompanied by any
documents required to allow members to make informed decisions, such as the summarized report of the
Board, the current status of accounts and the list of resolutions of the Association.
16.6 – In the case of an extraordinary General Meeting, the date and venue of the meeting will be included
in the notification. The notification will already include relevant documentation and the final agenda. The
notification of an extraordinary General Meeting will be sent twenty one (21) days before the meeting date.
Members shall confirm receipt of notification and shall within five (5) days confirm in writing their intention to
attend.
The quorum and the conditions of voting are the same for the ordinary and for the extraordinary General
Meetings.
16.7 – For the General Meeting, (either ordinary or extraordinary) members may appoint proxies, who must
be a member association of the EUATC ASBL .
Members are expected to attend all meetings. In the event that it is not possible for a member to send at
least one of its delegates or a proxy, it should ensure that it gives its voting instructions by proxy to another
member who is attending.
Article 17 – NUMBER OF VOTES AT THE GENERAL MEETING
Each member holds one vote. Therefore, the total number of members equals the maximum number of
votes that can be cast.
Each member shall have the right to vote on any issue, either in person or by proxy, at any meeting.
Only one proxy may be held by any one member association
No member shall have the right to vote on any issue, either in person or by proxy, at any meeting, unless
they are duly enrolled and have paid their subscription fee and any other membership-related sum owed
and payable to the EUATC ASBL.
Article 18 – TERMS FOR MAJORITY
No meeting may be held legitimately without two thirds (2/3) of the members being physically present. If this
quorum is not reached, the meeting will automatically be postponed until a date set by those present, at
which time the meeting will legitimately be able to deliberate, regardless of the number of members present.
Under applicable law the meeting will be authorised to decide, under the aforementioned quorum conditions,
and
a) with a majority of two-thirds of the votes when voting on:
- modifications of the bylaws;
- the admission of new members.
b) with a majority of four fifths (80%) of the votes when voting on:
- changing the purpose of the Association;
- the deciding to disband the Association ;
- the exclusion of a member.
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c) all other decisions will be adopted after achieving a simple majority of votes.
Article 19 – MINUTES
The Board shall appoint a delegate to record the minutes before the General Meeting.
When the minutes of the previous meeting are approved at the next meeting, a copy of these minutes is
signed by the person chairing the meeting.
Minutes are kept in a register at the Association's head office and are numbered sequentially with no
breaks.
Resolutions taken at the General Meetings are kept separately in the register of resolutions at the
Association's head office and are numbered sequentially with no breaks.
PART IV
Article 20 – NUMBER OF BOARD MEMBERS
The Association is run by a Board consisting of at least three physical persons who are to be delegates of
members of the Association, including a President, a Vice-President and a Treasurer.
Article 21 – NOMINATIONS
1. The Board shall issue an invitation for members to stand for election to the available posts ten
weeks before the date of the meeting. The Board shall enclose a 'job description' of each of the
available posts.
2. Candidates are proposed by their national association for one or more of the available posts 6
weeks before the meeting. One country may hold only one position on the Board. Each proposal
must be accompanied by a brief statement (200 words) outlining the reasons for their interest in the
post. The proposals must be sent by e-mail to the members of the current Board who will appoint
one person to record the proposals.
3. Applications after this date will not be considered.
4. The Board shall circulate all the statements to all members so that the national associations can
instruct their representatives.
5. For the day of the meeting, the Board shall prepare ballot papers for:
- the President;
- the Vice-President;
- the Treasurer;
- the additional Board member.
6. If one person candidates for more than one post, their name must appear on all relevant ballot
papers. If they are elected to one post, their name will be removed from the remaining ballot papers
on the day of the elections.
7. Ballot papers will be numbered and the name of the national association voting will not be named.
21.1 – The President
The General Meeting shall appoint the next President at least three months in advance. In the event that the
President and the Vice-President are incapable of fulfilling their roles, the person appointed as
President and/or Vice-President for the following period shall take office immediately.
a) The President is appointed at the second General Meeting of the second year of the existing
Presidency, and he/she shall be deemed to have been elected and shall take office on the first day of
January of the following year.
b) Any delegate who has experience of a leadership role in their national association may apply for the
Presidency. The position of President shall be available to all members fulfilling the relevant criteria. In
order to give members equal opportunity to be elected President, the length of service shall be limited to
two years and shall not be renewable. Only the General Meeting is authorised to reappoint a former
President for important reasons or in the event that no new candidates present themselves.
c) The President may be relieved of his/her position by 80 per cent decision of the General Meeting if
his/her attitude or behaviour damages or compromises the image and/or the efficient operation of the
EUATC ASBL, and if the President fails to make good this situation at the request of the General
Meeting.
d) The President has full decision-making powers in relation to activities of the association as defined in
the Internal Regulations. The President must consult the other members of the Board in matters related
to budgets. The President should seek to gather the opinion of members before making decisions.
e) In particular, the President fulfils the following tasks:
- to represent the EUATC ASBL either by attending meetings or through other means of contact with
organisations, individuals and institutions;
- to develop a strategy for the healthy development of the Association within the scope of the bylaws;
- to delegate tasks to individuals or associations to enable the fulfilment of the strategy;
- to monitor the progress of important projects;
- to encourage the expansion of the association by helping new members to form national
associations;
- to answer queries from potential members;
- to prepare the agenda and related papers for meetings within the agreed timescales;
- to ensure that decisions are followed up;
- to approve payments to suppliers;
- to submit the minutes of the GM and any modification of the bylaws to the Commercial Court in
Brussels.
The President liaises with the Vice-President and the Treasurer to keep them regularly informed of
activities and decisions and to discuss key decisions.
21.2 – The Vice-President
The Vice-President is appointed by the second General Meeting of the second year of the previous
Presidency, at the same time as the future President. The President and the Vice-President take office
simultaneously on the first day of January of the following year for a period not exceeding two years.
In particular, the Vice-President fulfils the following tasks:
a) to adopt the role of the President on a temporary basis in case of illness, incapacity, etc.;
b) to deputise for the President at meetings etc. in his/her absence;
c) to maintain regular contact with the President in order to assist with decisions, planning and
strategy, and to be able to act appropriately if required to deputise for the President;
d) to assist with specific projects as required by the President, the Board or the Association (such as
the working groups, external liaison );
e) to carry out specific tasks as the President requires (such as responding to enquiries from
membership applicants, prepare documents for meetings).
21.3 – The Treasurer
The Treasurer is elected by the General Meeting. He/she must be a representative of a member of the
EUATC ASBL. The General Meeting may relieve the Treasurer of his/her position by an absolute majority
decision at any time and without notice. The Treasurer can be re-elected for a further period of two years
by the General meeting.
.In particular, the Treasurer fulfils the followings tasks:
a) prepare balance sheets for the General meetings;
b) provide the meeting with analysis of the figures, including cash-flow forecast and answer relevant
questions;
c) collect membership subscriptions and notify the members of outstanding payment issues;
d) enter payments into the bank where necessary;
e) monitor the cash-flow in the bank;
f) receive invoices from suppliers and make authorized payments to suppliers;
g) handle finances relating to major projects such as the conference, accepting delegate payments,
issuing invoices/receipts, recording and paying suppliers;
h) prepare cost-analyses for specific projects as required;
i) comply with regulations related to finances, including the submimission of the balance sheets of
the Association to the Commercial Court in Brussels;
j) to alert the Board of problems with the financial situation of the Association in good time.
Article 22 – REMUNERATION
Unless decided otherwise by the General Meeting, mandates are non-remunerated positions.
Article 23 – RESIGNATION
Members of the Board may resign during their term of office, subject to giving three months’ notice.
Article 24 – DISMISSAL
Board members may be dismissed by a majority decision of members at a General Meeting. A reason
must be given and the member concerned given an opportunity to state their case. The Board member
shall have no right to compensation of any kind as a result of his/her dismissal or the circumstances of this
dismissal.
Article 25 – POWERS OF THE MEMBERS OF THE BOARD
The Board represents the Association in its dealings with third parties and with the legal system. Any deed
produced by the Association must be signed by the President or at least two members of the Board before
it can constitute a firm commitment by the Association with regard to third parties. In exceptional
circumstances, this authority may be passed to another member association representative with the
approval of the Board.
No member of the Board may:
- take out loans;
- provide sureties for the assets of the Association;
- make free use of the Association's assets, with the exception of petty contributions for purposes
such as those authorised by standard practice.
Article 26 – DELIBERATIONS WITHIN THE BOARD
a) The members of the Board may legitimately deliberate and take decisions if half of its members are
either present or represented.
Any member of the Board shall be entitled to give to any of his/her colleagues, a mandate to represent
him/her at a specified meeting of the Board and to vote in his/her place.
b) Decisions of the Board members may also be taken by e-mail, phone etc., but the President must
ensure that all Board members are fully included and that the decisions agreed are circulated to all the
Board members.
This procedure may not be used for the approval of the annual accounts.
c) The decisions of the Board are taken by simple majority of votes, without taking abstentions into
account.
In the event of a tied vote, the vote of the person chairing the meeting shall be decisive. However, in
cases where the Board consists of only two members, the vote of the chairperson of the meeting
ceases to be decisive.
Article 27 – MINUTES OF BOARD MEETINGS
Any formal meeting of the Board shall be minuted and the minutes made available to the members.
These minutes are stored or bound in a special register to be kept by the President of the Association.
Authorisations, notices and votes received in writing are appended to this register.
Copies or extracts of these minutes are signed by two members of the Board or by the President.
PART V
Article 28 – ACCOUNTING YEAR
The Association's accounting year is of a period of twelve months. It begins on the first of January and
ends on the thirty-first of December.
Article 29 – AUDITING OF ACCOUNTS
The GM will appoint two auditors from among the delegates. The nomination will be made by a simple
majority.
The auditor(s) will be appointed for a period of two years and can be re-elected.
The work of the auditor(s) consists, within the first three months of each year, of:
a) auditing and approving the Treasurer's balance sheet;
b) auditing and approving the correctness of the documents;
c) reporting back to the first General Meeting of the year on the result of the auditing of the accounts
of the past year.
Article 30 – APPLICABLE LEGISLATION IN FINANCIAL MATTERS
The Association's accounts are kept in accordance with the requirements of Belgian legislation concerning
Non-Profit Associations (ASBL).
PART VI
Article 31 – TRANSFER OF HEAD OFFICE
The head office of the Association may be transferred to any other location within Belgium, subject to the
decision of the General Meeting. In addition, when the head office is transferred to another location, a
transfer proposal must be drawn up by the Board of Directors to the General Meeting and after approval,
registered with the Registry of the Tribunal de commerce and published in the appendices to the Moniteur
belge.
The transfer proposal to the General Meeting must be drawn up by the Board two months in advance.
Article 32 – CHANGE OF STATUS
The status of Association sans but lucratif (ASBL) may not be changed into any other legal entity.
PART VII
Article 33 – DISSOLUTION
The dissolution of the Association must be decided at the General Meeting by a majority of 4/5 (=80 %) of
the votes (see Art. 18 of these bylaws).
Article 34 – LIQUIDATION
As part of the same meeting in which the dissolution of the Association is recorded, the members shall
reach a majority decision (4/5) regarding:
a) the appointment of liquidators;
b) the methods of liquidation;
c) the destination of a final surplus balance, taking into consideration that this sum may only be
assigned to a non-profit purpose.
PART VIII
Article 35 – APPLICABLE LAW
This Association shall be governed by Belgian Legislation for ASBL.
