Statutes of the "ASSOCIATION of INTERPRETERS and TRANSLATORS"- a non-profit ASSOCIATION for private benefit.
Art. 1 (1) In accordance with the provisions of Chapter One, Art. 2 (1) of the Law on Non-Profit Organizations the following non-profit, non-political, non-governmental and non-religious ASSOCIATION shall be incorporated on a voluntary basis under the name of "ASSOCIATION OF INTERPRETERS AND TRANSLATORS" and shall be referred to herein for the sake of brevity as the "ASSOCIATION".
(2) Any written statement made on behalf of the ASSOCIATION shall quote its name, registered seat, address, as well as information regarding its legal registration, including its BULSTAT number.
Art. 2. The ASSOCIATION is a legal entity and has full rights as such, separate assets and is managed independently in accordance with the laws of the country and the provisions of these Statutes. Its name, seal and rights to bank accounts are reserved and protected by the law.
Art. 3. The seat of the ASSOCIATION shall be in Sofia, Slatina Municipality; the management address shall be at 5 Dobromirka str., 1505 Sofia.
Period of incorporation
Art. 4. The ASSOCIATION shall be incorporated for an indefinite period of time.
Goals and main activity of the ASSOCIATION:
Art. 5 (1) The goals of the ASSOCIATION shall be:
- to assist its members in their professional activities;
- to assist its members in enhancing their professional qualifications with the aim of improving the quality of translation;
- to defend the professional interests of its members;
- to encourage professional cooperation and contacts between its members;
- to raise the level of awareness and information amongst its members with regard to their professional activities;
- to strengthen the reputation of its members in the country and abroad;
- to establish and maintain contacts with other organizations in Bulgaria and abroad;
- to protect the copyright and related rights of its members.
(2) The ASSOCIATION shall perform its activities to the benefit of its members. The ASSOCIATION shall not allocate profit from its activities.
Means for achieving the goals of the ASSOCIATION
Art.6 (1) In order to achieve its goals the ASSOCIATION shall have the freedom to decide how to allocate funds for assisting its members in terms of the following activities:
- advising its members on matters of legal, financial, accounting and professional nature;
- providing protection to its members in cases of legal disputes arising from the performance of their professional services;
- providing its members with preferential conditions for insurance related to their professional activities as translators/interpreters;
- publishing a newsletter related to its members’ professional activities.
(2) The ASSOCIATION shall defend the rights and interests of its members in front of state institutions, the court, monopolistic organizations and other legal entities by:
- undertaking activities to protect the rights and interests of its members in case they have been infringed or disregarded by state bodies, public organizations and institutions having administrative power or monopolistic status;
- requesting from the competent state institutions, public and other organizations to provide justification and advice with regard to legislative acts affecting the activities of translators/interpreters and suggesting suitable changes to Bulgarian legislation with the aim of creating a favorable legal and financial environment for the performance of professional translation/interpretation activities.
- The approved “Code of Ethics of Translators and Interpreters” is an additional and indivisible part of these Statutes. The ASSOCIATION shall make the necessary efforts to ensure its observation as a means of sustaining the good reputation of translation and interpretation professionals in society.
(3) The ASSOCIATION shall create and maintain links with the mass media and shall conduct specific activities aimed at informing the general public, the business, political and state institutions about the problems and opportunities the translation/interpretation profession encounters.
(4)The ASSOCIATION shall defend the interest of its members without undertaking and processing any assignments for translation.
Additional for-profit activities related to the main activity
Art.7 (1) The ASSOCIATION shall perform additional for-profit activities connected with the main goal of the ASSOCIATION and its main activity.
(2) Income from additional for-profit activities shall be used for achieving the goals set out in these Statutes.
(3) Additional for profit activities performed by the ASSOCIATION shall be governed by the terms and conditions set out in the laws regulating the specific type of business activity in which the ASSOCIATION has an interest.
(4) The General Assembly of the ASSOCIATION shall be entitled to taking decisions about the main areas in which for-profit activities may be implemented and the manner in which this can be organized and performed. In accordance with art.15, para.5 it may assign to the Management Board the day-to-day performance of a specific additional for-profit activity.
Becoming a member and termination of membership
Exclusion of a member
Art. 8 (1) Membership in the ASSOCIATION is voluntary.
(2) Membership of the founding members comes into effect upon signing these Statutes.
(3) Members of the ASSOCIATION can be individuals who provide translation/interpretation services, who accept the Charter of the ASSOCIATION and fulfill the following minimum requirements:
Individuals who have at least 50 working days of oral interpretation; or
Have translated at least 500 pages; or
Have 2 years of experience working as translators.
(4) The requirements concerning translation/ interpretation experience set by the previous paragraph shall be evidenced by references/official notices from clients and intermediaries. In the references/official notices concerning the days of oral interpretation there should be a text included, certifying the candidate’s work as part of a team.
5 (a) Acceptance of new members shall be based on a voluntary wish expressed by the individual in a written application addressed to the Management Board of the ASSOCIATION. The application form shall be accompanied by a CV, a list of translations, publications or events with simultaneous or consecutive interpretation in accordance with the abovementioned Art. 8, par. 3, as well as:
1. References from two members of the ASSOCIATION; or
2. A reference from a translator with over five years of experience in the field and a reference from one member of the ASSOCIATION; or
3. A review from an appointed member of the Management Board and a reference from a member of the ASSOCIATION.
Newly-accepted members of the ASSOCIATION shall abstain from giving references in the first two years of their membership.
(b) The Management Board shall take a decision about the written applications not later than three months from the date of their submission and the candidates shall be informed in writing within one month after the decision of the Board.
(c) Candidates whose membership applications have been rejected by the Management Board may re-apply to the General Assembly. In this case the decision of the General Assembly shall be definitive.
(6) Membership in the ASSOCIATION can be terminated as follows:
1. A unilateral statement of voluntary resignation;
2. By decision of the General Assembly for exclusion of a member for non-fulfillment of the obligations laid down in the Charter;
3. In the event of death or judicial disability;
4. In case the ASSOCIATION terminated its activity;
5. Exclusion due to non-payment of the membership fee as set out in Art.15, para.5, item 5.
Art.9 (1) Members of the ASSOCIATION may be excluded on the basis of a decision of the General Assembly following a proposal made by the Management Board in the event of:
- violation of the obligations envisaged in these Statutes;
- any other actions conflicting with their membership in the ASSOCIATION.
(2) The Management Board defines the nature of violations and specifies the remedial time frame within which consequences should be removed, and in the event of non-compliance makes a proposal for exclusion.
Art.10 (1) Membership shall be deemed terminated in case a member:
- has not paid membership fee as required in Art.15, para.5, item 5 of these Statutes;
- has stopped participating in the activities of the ASSOCIATION.
(2) The above circumstances, in particular their duration and such that may lead to termination of participation, shall be asserted by the Management Board in accordance with the documents of the ASSOCIATION. The Management Board shall report the circumstances to the General Assembly and shall table a motion for termination of membership.
Art.11. In the event of membership termination, the ASSOCIATION is not obliged to refund membership fee payments.
Rights and obligations of the members
Art.12 (1) Members shall be entitled to use the assets of the ASSOCIATION and benefit from the results of its activities in the manner set out by the General Assembly
(2) Members shall be entitled to:
1. Participate in electing the management bodies and be elected to them. Every member shall have the right to one vote in the General Assembly.
2. Participate in all initiatives undertaken to further the goals and aims of the ASSOCIATION.
3. Receive information about the decisions taken by the management bodies as well as information about the ASSOCIATION.
4. Request for cessation of illegal decisions of the management bodies of the ASSOCIATION or such that are in contradiction with the statutes.
(3) Members are obliged to pay their membership fee on a regular basis.
(4) Members are obliged to observe the Charter and the Code of Ethics, as an inseparable part of the Charter, to abide by the decisions of the management bodies of the ASSOCIATION, to contribute to the efforts for achieving the goals of the ASSOCIATION and manage its assets properly.
(5) Membership rights and obligations, with the exception of property rights, are non-transferable and are not passed on to other persons in case of termination of membership or death.
Art.13 (1) The ASSOCIATION shall raise its assets from:
1. Membership fees
2. Subsidies from state, municipal and other organizations in accordance with the effective Bulgarian legislation;
3. Donations, legacies and voluntary financial assistance from companies, foundations and other institutions and private persons;
4. Additional economic activities connected with the main purpose for which the ASSOCIATION is registered.
(2) A donation or legacy may be in the form of cash, movable or immovable property, real rights, rights to intellectual or industrial property, securities, shares in companies, rights on shares and other.
(3) Bulgarian and foreign legal entities and individuals can unconditionally or on condition make donations or legacies to the benefit of the ASSOCIATION in accordance with its goals.
(4) Following a decision of the General Assembly the assets of the ASSOCIATION may be invested in real estate, bank deposits, securities, rights on shares, rights on intellectual or industrial property or in any other suitable manner. Assets shall be invested in a way which guarantees sufficient income to preserve and increase the assets, taking into account the inflation rate and the need to finance the non-profit activities of the ASSOCIATION.
(5) The ASSOCIATION may found, co-found or acquire stakes in commercial enterprises, with the exception of such involved in brokerage activities related to any or all types of translations, and the net profit from this activity shall be used by the ASSOCIATION to achieve its non-profit objectives.
(6) The power of disposition with assets of the ASSOCIATION is given to the Management Board within the limits of the available funds and in accordance with these Statutes.
Art.14. The ASSOCIATION shall have to following management bodies:
1. General Assembly
2. Management Board
3. Auditing Board
Art.15 (1) The General Assembly is the supreme body of the ASSOCIATION where all members participate as individuals.
(2) The General Assembly shall be convened by the Chairperson at least once a year on the basis of a decision of the Management Board. If necessary, and on their own initiative, either the Chairperson or 1/10 of the members may convene extraordinary meetings of the General Assembly. Written invitations shall be sent out one month in advance indicating the date, time, place and on whose initiative the meeting is being convened. The invitation is displayed on the notice board in the building where the registered office of the ASSOCIATION is located. The General Assembly may also be convened at the request of 1/3 of the members of the ASSOCIATION in the city in which the ASSOCIATION is officially registered. In case the Management Board does not send the written invitation convening the General Assembly a month prior to the date of the meeting, the latter shall be convened by the court with jurisdiction over the official registered address of the ASSOCIATION upon a written request from all interested members or a person authorized by them. The invitation shall be promulgated in the “State Gazette” and shall be placed on the notice board of the building where the registered office of the ASSOCIATION is located.
(3) The General Assembly consists of all members of the ASSOCIATION and shall be considered legitimate if 50% plus one of the members of the ASSOCIATION are present.
(4) No decisions may be made regarding matters which have not been included and duly promulgated in the agenda. This does not apply to exclusion of members of the Management Board, acceptance of requests for resignation from the Management Board and voting for their replacement.
(5) The General Assembly shall:
1. Define the main areas in the development of the ASSOCIATION;
2. Make changes and amendments to the Charter of the ASSOCIATION;
3. Define the number of members of the management bodies, elect and release by secret vote the Chairperson of the ASSOCIATION as well as the members of the Management Board and the Auditing Board. The Management Board upon being elected shall designate the members to represent the ASSOCIATION and indicate the manner of representation;
4. Approve the report of the Auditing Board;
5. Define the amount and type of the membership fee, and the manner in which it shall be paid;
6. Approve the annual report of the (proceeding) Management Board;
7. Approve the balance sheet of the ASSOCIATION;
8. Set the annual budget necessary to sustain the activities of the ASSOCIATION;
9. Take decisions about participation in other associations and organizations, and about any transformation of the ASSOCIATION;
10. Take decisions relating to termination of the ASSOCIATION;
11. Approve the rules governing the work of the management bodies of the ASSOCIATION;
12. Overrule decisions of other ASSOCIATION bodies which are not compliant with the law, the Charter or other internal acts, regulating the activities of the ASSOCIATION;
13. Take other decisions arising from the Charter and other regulatory acts.
(6) The meetings of the General Assembly shall be chaired by a chairperson elected by simple majority at the same meeting. Until a chairperson of the meeting is elected, the Chairperson of the ASSOCIATION shall lead the proceedings.
(7) All decisions of the General Assembly shall be taken by simple majority with the exception of the decisions under par. (5) above, items 2, 3, 5, 9, 10 and 11, which require a qualified majority of 2/3 of the ASSOCIATION members present at the meeting. Voting shall be made by open ballot with the exception of the decisions under par. (5), item 3 above.
(8) Every member of the General Assembly shall be entitled to one vote. One person may represent not more than two members with a Power of Attorney signed by the latter. Further authorizations are not allowed.
(9) Members of the General Assembly shall not be entitled to vote on matters related to them personally, their spouses or direct relatives – without limitations, direct kinship up to four times removed or kinship by marriage up to two times removed;
(10) Minutes of the meetings of the General Assembly shall be kept, they shall be signed by the Chairperson of the meeting, the person who took the Minutes and the Chairperson of the Auditing Board, or by a member duly authorized by him/her.
Management Board and rules regarding representation
Art. 16. (1) The Management Board is an executive and representative body of the ASSOCIATION. It shall consist of seven members elected by the General Assembly of the ASSOCIATION for a term of 2 (two) years. No one, including the Chairperson, may be elected for more than two consecutive terms. The Chairperson of the Auditing Board, or a member of the Auditing Board authorized by the Chair, has the right to be present, without the right to vote, at the meetings of the Management Board.
(2) The members of the Management Board shall represent the ASSOCIATION jointly and separately – in accordance with a Decision of the Board, recorded in Minutes.
(3) The Management Board shall:
1. organize the implementation of the decisions of the General Assembly and manage the activities of the ASSOCIATION.
2. Represent the ASSOCIATION. For specific tasks other members of the Board may be authorized besides its Chairperson.
3. Within the scope of their delegations ensure that the interests of the members of the ASSOCIATION are protected before all institutions in the country and abroad.
4. Coordinate the day-to-day activities of the ASSOCIATION and provide support to members within the scope of the rights delegated to the Board.
5. Report to the General Assembly on an annual basis.
6. In case the Chairperson cannot perform his/her obligations for a long period of time due to serious illness or absence from the country, the Management Board shall elect a temporary chairperson from amongst its members. The mandate of the temporary chairperson shall expire upon the first meeting of the General Assembly or when the reasons for his/her election have ceased to be valid.
7. Discuss and make decisions on all matters regarding the ASSOCIATION, with the exception of those which, according to these Statutes, are within the competence of the General Assembly.
8. Dispose of the assets of the ASSOCIATION in compliance with these Statutes.
9. Prepare and submit a draft budget to the General Assembly.
10. Prepare and submit to the General Assembly a report about the activities of the ASSOCIATION.
11. Determine the address of the ASSOCIATION.
12. Confirm compliance with the requirements for experience in translation of the candidates for membership.
13. A decision of the Management Board is valid if more than half of its members are present. A member may also be present via conference call where the identity of the person is evident and when it allows that person to participate in the discussions and decision- taking.
14. Decisions are taken by majority vote of the members present.
15. The Management Board may take a certain decision in a non-attendance meeting if it has been approved by 5 (five) members, duly recorded in the Minutes signed by the Board members.
Chairperson of the ASSOCIATION
Art.17. (1) The General Assembly of the ASSOCIATION shall elect a member of the Management Board to be the chairperson of the ASSOCIATION. The mandate of the Chairperson shall be two years.
(2) The Chairperson shall:
1. Represent the ASSOCIATION before other Bulgarian and foreign entities. He/she shall sign and seal the written statements of the ASSOCIATION in accordance with the rules of Art.1, par. 2 and Art.2.
2. Organize the work of the Management Board.
3. Convene the Management Board at least once every three months.
4. Perform other functions which are not within the exclusive competence of the General Assembly or the Management Board.
Art.18 (1) The Auditing Board is a body of the General Assembly which is elected from amongst the members of the ASSOCIATION for a period of two years. The Auditing Board shall consist of three members who nominate a Chairperson.
(2) The Auditing Board shall:
1. Monitor that the Charter is observed when performing the activities of the ASSOCIATION.
2. Supervise that the decisions of the General Assembly and the Management Board are implemented;
3. Examine the financial activities of the ASSOCIATION and monitor that the assets are taken care of and maintained with due diligence.
4. Check about the status of correspondence, the Minutes book, the accounting books for membership fees, income from donations, legacies and others.
5. Notify the Management Board about any violations of the financial, contractual or Charter requirements, the Translators’ Code of Ethics, and, if necessary, convene an extraordinary General Assembly.
Art.19 The Financial year shall coincide with the calendar year.
Art.20 (1) Acting within the scope of their delegated rights and autonomy, the management bodies of the ASSOCIATION may propose for vote before the General Assembly a set of detailed rules governing the performance of their functions. Decision on these rules is taken with a qualified majority. The rules must be in conformity with the law and these Statutes.
(2) The rules shall be approved, repealed or amended with a majority of 2/3 of the members present at the General Assembly of the ASSOCIATION.
Art.21 The Stamp of the ASSOCIATION is round with the inscription “ASSOCIATION OF TRANSLATORS AND INTERPRETERS” (Асоциация на преводачите).
Art.22 (1) The ASSOCIATION may terminate its existence when its members have declared their wish to do so or when its aims have become impossible to fulfill. The decision to terminate its activities is taken by the General Assembly with a majority of 2/3 of the members present. In this event a liquidation committee is appointed whose purpose is to finalize all the activities of the ASSOCIATION.
(2) Save for a decision of the General Assembly, the ASSOCIATION may terminate its activities pursuant to a decision of the Sofia City Court, company division, – under the procedure and in cases prescribed by the law.
Art.23. The ASSOCIATION may be transformed into another non-profit legal entity.
The decision to transform the ASSOCIATION into a non-profit legal entity working in the public interest, or to merge with another legal entity, shall be taken by the General Assembly with a majority of 2/3 of the members present and in conformity with the requirements of these Statutes.
By decision of the General Assembly the manner of transformation or merger of the ASSOCIATION is determined as well as all relations that may have arisen prior to that.
Art.24. (1) Liquidation shall take place upon termination of the activities of the ASSOCIATION. Liquidation shall be carried out by the liquidation committee as required by Art.22 (1) of these Statutes. The names and the addresses of the members of the liquidation committee shall be registered in accordance with the legal procedures.
(2) The relevant provisions of the Law on Commerce shall be applicable with regard to the manner of liquidation and the powers of the liquidation committee.
Assets after liquidation
Art.25. (1) Assets remaining after satisfaction of creditors shall be distributed on the basis of a decision of the General Assembly, in accordance with art.15, para.5, items 10 and 13 of these Statutes.
(2) In case the General Assembly has not made a decision under par.(1) above prior to termination of the activities of the ASSOCIATION, the liquidation committee shall dispose of the remaining assets and shall distribute them among its members in proportion to the payments of fees made by them.
Deletion of the ASSOCIATION
Art.26. After distribution of the assets, the liquidation committee is obliged to apply at the Sofia City Court, company division, for deletion of the ASSOCIATION’s registration.
§1 These Statutes was approved by the Constituent General Assembly held in 1996 and it was amended and supplemented in accordance with Art. 1, par. (1) and (4) of the Transitional and Final Provisions of the Law on Non-Profit Organizations in the Republic of Bulgaria by: the General Assembly held on 19 May, 2001, the General Assembly held on 8 April 2006, and the General Assembly held on 11 April 2009.
§2 The provisions of the Law on Non-Profit Organizations shall apply to all cases not covered by these Statutes as well as to the interpretation and implementation of its provisions.
11 April 2009