BYLAWS OF THE INTERNATIONAL ASSOCIATION OF PROFESSIONAL TRANSLATORS AND INTERPRETERS
NAME, DOMICILE AND PURPOSE
Article 1. A civil association, bearing the name of International Association of Professional Translators and Interpreters, is hereby established on this 30th day of September of the year 2009, as a not-for-profit entity, with legal domicile in the City of Buenos Aires, Argentina.
Article 2. Its purposes shall be:
- To promote ethical practices in the field of translation and interpretation.
- To represent and protect the professional interests of its members, who shall be translators and interpreters in all of their specialties.
- To stimulate the creation of institutional bonds with other associations and private and public entities, both foreign and domestic, in defense of the translating and interpreting professions.
- To contribute to the training, specialization and professional development of translators and interpreters, by means of professional training activities and academic dissemination, such as the organization of congresses, seminars and meetings, and through the issue of publications and the development of academic activities, among others.
- To be in attendance, in the person of its representatives, at congresses, events and meetings relating to translation and interpreting.
- To issue public opinions on subjects related to and surrounding the translation and interpretation activities.
- To establish personal, postal, electronic, telephone and/or any other type of communication links within members of the Association so as to permit interaction on professional and social issues among them.
- To advance general knowledge regarding the task of translators and interpreters.
- To promote the intellectual and cultural improvement of its members.
CAPACITY, CAPITAL AND SOCIAL RESOURCES
Article 3. Civil associations are legally capacitated to acquire property and undertake obligations. Therefore, IAPTI shall be entitled to operate with public and private individuals and legal entities of domestic or international nature.
Article 4. The Association's capital comprises the items of property that it possesses at present, any that it may acquire in the future under its name, plus any and all resources obtained by means of: a) regular or special fees paid in by its members; b) returns yielded by its properties; c) any donations, inheritances, legacies and subsidies that it might receive; d) revenues from benefits, raffles, festivals or any other income that it might obtain by legal means in accordance with the not-for-profit nature of the Association.
MEMBERS. CONDITIONS FOR ADMISSION. DISCIPLINARY SYSTEM
Article 5. The following categories are hereby established for members:
a) Active. Admission under this category may be requested by anyone who a) possesses a diploma as a translator or interpreter issued by a recognized institution, or b) has had a minimum of four years of experience as a translator or interpreter and can provide accreditation of such situation before the Admissions Committee. In both cases, admission to the Association shall always be at the discretion and approval of the Admissions Committee.
b) Honorary. This category of membership shall be awarded in recognition of services rendered to the Association or of the person in question's career in the profession, and shall be designated via the approval of members in a General Meeting, upon proposal by the Board of Directors or by 20% of the members with voting rights. Belonging to this category is merely a form of honorable mention and, as such, does not carry with it the acquisition of rights or the imposition of obligations of any kind whatsoever. Honorary members who wish to have the same rights as active members should request their admission under that category, in which case pertinent conditions shall be modified accordingly.
c) Life. Life members shall acquire this status following 25 uninterrupted years as members of the International Association of Professional Translators and Interpreters.
Article 6. Active members shall have the following rights and obligations:
a) To make payment of regular and extraordinary fees established and approved by the General Meeting.
b) To comply with any and all other obligations imposed under these Bylaws, under Association regulations and under resolutions issued by the General Meeting and Board of Directors.
c) To participate, with voice and vote, in all meetings and be elected to form part of the Association's different bodies.
d) To enjoy the benefits provided by the Association.
Article 7. Members may lose their membership if they no longer fulfill the conditions required for membership under these Bylaws. Members who fail to make payment of their dues within 60 days shall be properly notified of their obligation to make such payment. Should such members fail to do so within one month following the notification, the Board of Directors shall be authorized to cancel their membership by reason of non-payment.
Membership shall also expire upon death, or upon resignation or expulsion from the Association.
Article 8. The Ethics Committee shall be authorized to impose the following sanctions against members:
b) Suspension (which shall not exceed one year).
Such sanctions shall be adjusted on the basis of the seriousness of the infraction involved and depending on the circumstances surrounding the case in question, in accordance with the provisions of the Association's Code of Ethics.
Article 9. The following circumstances shall give rise to the imposition of sanctions:
1) Non-compliance with obligations imposed under these Bylaws, under Association regulations and under resolutions issued at the General Meeting and by Board of Directors.
2) Flagrant misconduct.
3) Intentionally seeking to harm the Association, incite serious disorder within the Association, or involvement in conduct that is blatantly detrimental to the Association's interests.
Article 10. Application of the disciplinary sanctions referred to in the article above shall be resolved by the Ethics Committee, once the member charged has been given an opportunity to defend him/herself. In all cases, the person in question shall have the right – within a term of thirty days following notification of implementation of the sanction – to appeal the decision at the first next General Meeting. The implementation of an appeal shall act as a suspension of the sanction. With respect to the rights of the member in question, should he or she be holding a position on any of the Association's administrative bodies, he or she may be temporarily suspended until a decision is taken at the relevant General Meeting.
BOARD OF DIRECTORS
Article 11. The Association shall be directed and managed by a Board of Directors made up of the six following officers: President, Vice President, Secretary General, Treasurer, two Voting Members and two Alternate Voting Members. Members of the Board of Directors shall hold their offices for a term of four years and shall be elected by members at a General Meeting.
There shall be an Auditing Committee made up of a permanent member and an alternate member. They shall hold office for a term of four years.
In all cases, terms of office may only be revoked by decision at a General Meeting. Officers of the Association's bodies may be indefinitely reelected.
Article 12. In order to hold an office at any of the Association's governing bodies, active membership for at least four years and legal age shall be required.
Article 13. Whenever an officer's position becomes temporarily or permanently vacant due to leave of absence, resignation, death or any other cause, such position shall be taken over by whomever follows on the list. Such replacement shall be effective for as long as the position remains vacant and as long as this term does not exceed the term for which the replacement has been elected.
Article 14. Should the number of members of the Board of Directors become lesser than the absolute majority, having all alternates been called upon to replace the regular officers, the remaining officers shall call a General Meeting to recompose the Board of Directors within 15 days, and such General Meeting shall be held within the following 30 days. Should the entire Board be left vacant, the Ethics Committee shall be in charge of calling the General Meeting, all of this without detriment to such liabilities as may fall on the resigning members of the Board. In either case, the body convening the General Meeting shall have all powers relating to the General Meeting or elections.
Article 15. The Board of Directors shall meet at least one time each quarter, on the date and at the time determined in its first annual meeting. Furthermore, it shall meet every time it is convened by the President, or at the request of two of its members or of the Auditing Committee. In these latter cases, the meeting shall be held within seven days as of receipt of the request. The call to convene shall be made five days in advance, by means of circulars or by any other appropriate means. In order to be valid, the meetings shall be held in the presence of an absolute majority of members. Resolutions shall be passed by the vote of an absolute majority of those present, except in the case of reconsiderations, which shall require the vote of two-thirds of those present, who shall equal or exceed in number those present when the resolution to be reconsidered was originally passed.
Article 16. The powers and duties of the Board of Directors shall be the following:
a) To execute resolutions adopted at the General Meetings, to comply with and enforce these Bylaws and the Association's rules and to interpret them in case of doubt, with the responsibility of making its actions known at the first next General Meeting.
b) To manage the Association.
c) To convene the General Meeting.
d) To expel or sanction Association's members.
e) To appoint the personnel necessary to comply with the Association's purpose, to set their wages, to determine their obligations, and to sanction, and dismiss them.
f) To submit the General Report, Balance Sheet, Inventory, Expenses and Revenues Account Ledger and Report of the Ethics Committee, at the Regular General Meeting. All of these documents shall be made known to the Association's members in advance, in accordance with the stipulations of Article 25 governing the calling of the Regular General Meeting.
h) To carry out all actions specified in Article 1881 and related articles of the Argentine Civil Code, making its actions known at the next General Meeting, except for acquisitions and sales of real property and the establishment of encumbrances on such property, in which cases prior authorization by members at the General Meeting shall be required.
i) To pass all internal regulations necessary for compliance with the purposes of the Association, which must be approved at the General Meeting and filed with the Argentine Registry of Legal Entities, as required by Article 114 of the regulations governing such government agency. This shall be an unavoidable prerequisite for such regulations to enter into effect.
Exception is made for regulations with no Bylaws-connected content.
PRESIDENT AND VICE PRESIDENT
Article 17. The following shall be powers and duties of the President or of the Vice President, in case of the former's resignation, death, absence or illness:
a) To act in representation of the Association.
b) To call General Meetings and convene meetings of the Board of Directors, and to preside at them.
c) To have the same right as other Board members to vote at meetings of the Board of Directors, and in case of a tie, to have the right to vote again in order to break the tie.
d) To join the Secretary in signing the Minutes of the General Meetings and of the Board of Directors' meetings, and all the Association's correspondence, notices or any other documentation.
e) To join the Treasurer in authorizing all expenses accounts, signing receipts and other Treasury documentation as agreed with the Board of Directors. Prevent the Association's funds to be used for any purpose that is not in keeping with those prescribed in these Bylaws.
f) To lead all discussions and to suspend and adjourn all Board of Directors' meetings and General Meetings, whenever orderly conduct is disturbed or the climate of proper respect is altered.
g) To safeguard the proper and correct operation of the Association, complying with and enforcing the Bylaws, regulations and all resolutions approved at the General Meetings or by the Board of Directors;
h) To sanction any employee who fails to comply with his/her obligations and to adopt resolutions in unforeseen cases. In both cases, this shall be done ad referendum of the next meeting of the Board of Directors.
Article 18. The following shall be powers and duties of the Secretary General or of the person replacing him/her in accordance with these Bylaws:
a) To attend the General Meetings and the meetings of the Board of Directors and to write up the minutes thereof, which shall be set down in the relevant record book signed together with the President.
b) To sign together with the President any and all Association's correspondence and documents.
c) To call meetings of the Board of Directors in accordance with Article 14 herein.
d) To keep the Record Book and, jointly with the Treasurer, the Member's Roll Book.
Article 19. The following shall be powers and duties of the Treasurer or of the person replacing him/her in accordance with these Bylaws:
a) To attend the General Meetings and the meetings of the Board of Directors.
b) To keep, together with the Secretary General, the Member's Roll Book and to be in charge of everything related to the collection of member's dues.
c) To keep the Association's accounting books.
d) To submit to the Board of Directors monthly balance sheets and to annually prepare the general balance sheet, expenses and revenues account and inventory corresponding to the year closed, which, subject to the approval of the Board of Directors, shall be submitted to the Regular General Meeting.
e) To sign, together with the President, all receipts and other Treasury documents and to make any and all payments authorized by the Board of Directors;
f) To make deposits at a banking institution in the name of the Association and to the joint order of the President and Treasurer of any and all funds entering the Association's Treasury, with powers to keep there up to such amount as may be determined by the Board of Directors.
g) To make known to the Board of Directors and to the Ethics Committee the financial position of the Association, whenever this information is so requested.
VOTING MEMBERS AND ALTERNATE VOTING MEMBERS
Article 20. The following shall be the powers and duties of the Voting Members:
a) To attend General Meetings and meetings of the Board of Directors and to have voice and vote.
b) To carry out whatever duties the Board of Directors entrusts to them.
Alternate Voting Members shall have the following powers and duties:
a) To be part of the Board of Directors under the conditions provided for in these Bylaws.
b) To attend meetings of the Board of Directors with voice but no vote. Alternate Voting Members' presence at such meetings shall not be taken into account for quorum purposes.
ETHICS COMMITTEE AND ADMISSIONS COMMITTEE
Article 21. The Ethics Committee shall be in charge of enforcing compliance with the Association's Code of Ethics, as approved by the General Meeting. It shall be made up of two members, who shall respectively serve as President and Vice President. All members of the Ethics Committee shall be elected at the General Meeting and they shall hold office for four years.
Article 22. The Admissions Committee shall be in charge of examining the applications membership, it shall ensure that such applicants meet the requirements set down in Article 5 of these Bylaws, and shall decide on their admission. In the event that an application be dismissed, the applicant shall have the right to request reconsideration at the General Meeting. The Committee shall be made up of the Association's President and Vice President, who shall also serve as President and Vice President of the Committee, and of five other members, who shall be appointed by the Board of Directors.
Article 23. There shall be two types of General Meetings: Regular General Meetings and Special General Meetings.
Regular General Meetings shall take place once a year, within the first four months following the end of every fiscal year, which shall end on June 30th of each calendar year. At the Regular General Meetings, members shall:
a) Consider, approve or amend the annual report, general balance sheet, inventory, expenses and revenues accounts and report of the Ethics Committee;
b) Elect, when necessary, members of the Association's bodies, b officers and alternates.
c) Set membership fees and determine guidelines for their updating, which shall be implemented by the Board of Directors.
d) Consider any other issue included on the agenda.
e) Discuss issues proposed by a minimum of 5% of the members and submitted to the Board of Directors within 30 days as of the end of the fiscal year.
Article 24. Special General Meetings shall be convened whenever the Board of Directors deems it necessary or whenever the Ethics Committee or 5% of voting members so request. Such requests shall be resolved within ten days and the Meeting shall be held within the following thirty days. Should such a request not be taken into account or should it be denied without due cause, it may be made in the same terms and through the same procedures to the Ethics Committee, which shall convene it, or, failing this, the provisions of Article 10, paragraph i) of the Argentine Law No. 22 315, or whichever rule might replace it in the future, shall be applied.
Article 25. Notice of General Meetings shall be given by circulars delivered to members, by physical or electronic means, at least twenty days in advance. Copies of the general report, balance sheet, inventory, expenses and revenues account, and report of the Ethics Committee shall be made available for members, at least twenty days prior to the General Meeting. Notice of both events may be served in person. Those members who agree to personal notice shall have their signatures certified by an Association officer or by the person appointed by the Board of Directors for such purpose. Whenever amendments to the Association Bylaws or regulations be submitted for the consideration of the General Meeting, the drafts thereof shall be made available to members at least twenty days in advance.
Issues not specifically included on the Agenda shall not be considered at the General Meeting, except that all voting members be present and inclusion of such issue be unanimously approved.
In the future, electronic voting shall take place as long as the correct operation thereof be sufficiently guaranteed.
Article 26. General Meetings shall be validly held, even in cases involving the amendment of these Bylaws or the dissolution of the Association, notwithstanding the number of present members, half an hour after the time set for the meeting in question, if by that time an absolute majority of voting members has not been gathered. General Meetings shall be chaired by the President of the Association or, failing this, by whomever is appointed for such purpose by a simple majority at the General Meeting. Whoever chairs the meeting shall only have voting rights in the event of a tie.
Article 27. All resolutions shall be adopted by means of an absolute majority of votes , except when different majorities be expressly required by these Bylaws . No member shall have more than one vote, nor shall the members of the Board of Directors and of the Ethics Committee vote on any issue connected with their performance.
Members who join a General Meeting once it has begun shall only have a right to vote on issues that have not yet been resolved.
Article 28. The voting members' roll shall be made available for members within the term set forth in Article 24 of these Bylaws. Members shall file any claim up to five days prior to the meeting. Any such claim shall be resolved within the two following days.
Members shall be excluded from the voting members' roll, even if they are not up to date with their dues, as long as they have not been duly expelled from the Association. Nevertheless, they shall be deprived of their right to attend the General Meeting if they should fail to pay up all unpaid dues.
DISSOLUTION AND LIQUIDATION
Article 29. Dissolution of the Association shall not be decided at a General Meeting as long as there are twenty members willing to support its continuation in such a way as to ensure the regular operation of its bodies. Should dissolution occur liquidators shall be appointed; they may be the members of the Board of Directors or any other committee that may be appointed at the General Meeting.
Once the Association's debts have been paid off, any remaining property shall be given to a public welfare legal entity, with domicile in Argentina and exempt of all encumbrances on the national, provincial and municipal levels. Such legal entity shall be selected at the General Meeting at which the dissolution is resolved.
Article 30. During four years as of the Association's formation, the term of active membership set in Article 12 herein shall not be required.