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By-Laws

By-Laws
7 October 2016

Chapter I

General Provisions

§ 1.

The Association known as Polskie Stowarzyszenie Biur Tłumaczeń (the Polish Association of Translation Companies), hereinafter referred to as the Association, is a voluntary, autonomous and permanent association whose purpose is to develop and promote activities, attitudes and actions aimed at developing professional translation services, building trust and respect for the translation profession, implementing professional standards for translation services, preventing unfavourable or dishonest practices in the translation industry; as well as contributing to the observance of translators’ copyrights, seeking favourable legal and organisational solutions for this professional group, and providing organisational as well as material support to natural persons or entities that undertake such actions.

§ 2.

  1. The Association may participate in other national or international organisations or associations with a similar objective and scope of activities.
  2. In its international contacts the Association may use the English name "Polish Association of Translation Companies."

§ 3.

The Association shall conduct its activities in accordance with the Polish law and, in particular, on the basis of the Act on Associations of 7 April, 1989, (unified text: JoL No. 79, item 855 of 2001, amended), hereinafter referred to as the Act) and the provisions of these By-Laws.

§ 4.

The Association shall have its registered office in Warsaw.

§ 5.

  1. The Association shall operate on the territory of the Republic of Poland.
  2. In order to properly pursue its objectives the Association may also conduct its operations outside the territory of the Republic of Poland.

§ 6.

The Association shall be established for an unlimited period of time.

§ 7.

The Association may use a seal and logotypes in accordance with the applicable regulations.

Chapter II

Objectives of the Association and Ways of Achieving Them

§ 8.

The Association has the following objectives:

  1. To unite translation companies in an organisation which fosters regular mutual contacts, exchange of information and experiences, and provision of assistance to fellow members.
  2. To promote and assist translation companies in maintaining high quality of translation services and prestige of the translation profession.
  3. To develop, promote and popularise the premise and practice of professional translation services, and set standards for translation services.
  4. To create conditions for the free exchange of ideas on economic and social issues, as well as the obligations and privileges of the translator community and the translation industry.
  5. To promote and disseminate standards of professional conduct and ethics for translators, interpreters and translation companies.
  6. To promote and popularise the development of science and education, and in particular the acquisition of knowledge and competences by translators and interpreters.
  7. To promote economic development, including the development of entrepreneurship and international cooperation.

§ 9.

The Association shall achieve its objectives by:

  1. Organising meetings for the Association’s members.
  2. Becoming the patron and partner of various conferences, meetings, training courses and other events aligned with the Association’s objectives.
  3. Organising events promoting the development of culture, science and leisure; or joint ventures, aimed at promoting the Association's objectives.
  4. Issuing a newsletter with information about the Association's activities.
  5. Establishing insurance, advertising, special and mutual assistance funds.
  6. Providing professional assistance to the Association's members.
  7. Expressing opinions and positions on legal acts regulating activities related to the Association’s objectives and the translation industry by writing petitions and communicating with the authorities, in particular.
  8. Expressing opinions and filing motions with respect to issues related to the development of entrepreneurship among businesses and entrepreneurs who provide translation or other related services.
  9. Taking an active role in making decisions which are important for Translation Companies, translators and interpreters.
  10. Promoting co-operation and mutual support among the Association's members.
  11. Cooperating with other associations, institutions and organisations with similar objectives, including international organisations.
  12. Conducting activities aimed at integrating members of the Association through cultural, recreational or social activities.

§ 10.

In pursuing the aforementioned objectives, the Association shall base its operations on the voluntary social work of the membership. However, the Association may hire employees or companies to manage its affairs.

§ 11.

The Association shall adopt the “Code of Good Practices of the Polish Association of Translation Companies” - a document defining the standards of conduct and binding for all the Association’s members. Amendments to the Code may be proposed by the Executive Board, the Supervisory Board, the Arbitration Board, at least four full members or two supporting members. Amendments to the Code shall be approved by the Executive Board, in consultation with the members, with the support of two-thirds of full members (upon effective written notification), or by a simple majority of votes of the General Meeting.

§ 12.

  1. The Association may engage in economic activities. The income from any economic activities of the Association shall only be used for the implementation of the Association's statutory objectives and shall not be distributed among the membership.
  2. The Association may engage in economic activities after registering in the register of entrepreneurs.
  3. If such activities are undertaken, they shall include the following:
    1. 73.1 Advertising
    2. 73.20.Z Market research and public opinion polling
    3. 82.30.Z Activities related to the organization of fairs, exhibitions and congresses
    4. 85.59.B Other non-school forms of education not elsewhere classified
    5. 85.60.Z Educational support activities.

Chapter III

Members - Their Rights and Obligations

§ 13.

  1. The members of the Association may be natural or legal persons. A legal person may only be a supporting member of the Association
  2. Foreigners or foreign entities may become members of the Association on the same basis as Polish entities.
  3. The Association offers the following categories of membership:
    1. full member
    2. supporting member
    3. honorary member.

§ 14.

  1. Any natural person with full legal capacity, not deprived of public rights, who will submit a membership declaration and pay the registration fee fixed by the Board and is not negatively evaluated by at least four full members, may become a full member of the Association.
  2. The founders of the Association are its full members.

§ 15.

Supporting membership of the Association may be acquired by a legal or natural person engaged in economic activities in the field of translation (on the basis of entry in the appropriate register), who will submit a membership declaration and pay the registration fee fixed by the Board, and:

  1. will not be negatively evaluated by at least four full members or two supporting members of the Association,
  2. has been engaged in economic activities in the field of translation for a period of at least 5 years,
  3. is not under bankruptcy or liquidation proceedings, has not entered into an arrangement with creditors, has not suspended business activities, is not the subject of proceedings concerning the foregoing matters, and is not in any analogous situation arising from a similar procedure under the Polish law,
  4. declares that they meet the requirements of the industry standards currently in place. 

§ 16.

Membership of the Association shall be acquired upon acceptance of a candidate by the Executive Board by way of a resolution passed by a simple majority of votes.

§ 17.

  1. Honorary membership of the Association may be conferred on a natural person that has made an outstanding contribution to the Association’s activities and development, and has been an active member of the Association for at least 10 years.
  2. Conferring of honorary membership falls within the competence of the Executive Board.
  3. Honorary members of the Association shall have the right to participate in the Association's activities in an advisory capacity, and to propose motions and make proposals with respect to all the issues regarding the operations of the Association.
  4. Honorary members shall abide by the Association's By-laws, internal regulations and resolutions, as well as uphold the Association's reputation.
  5. Honorary members are exempted from payment of membership fees.

§ 18.

  1. All members of the Association shall be obliged to:
    1. Support and actively participate in the implementation of the Association's statutory objectives,
    2. Abide by and implement the Association's By-laws and internal regulations, as well as the Association's programme and resolutions,
    3. Contribute to the strengthening of the role and importance of the Association through their attitude and actions,
    4. Uphold the Association's reputation,
    5. Strive to improve the public perception the associated translation companies and their environment,
    6. Abide by the generally applicable laws and provisions of these By-laws,
    7. Pay membership fees on regular basis,
    8. Comply with the “Code of Good Practices of the Polish Association of Translation Companies”   
  2. Supporting members are also obliged to meet the requirements of the current industry standards and implement them in their activities.

§ 19.

  1. Full members of the Association shall have the right to participate in the Association's activities, and in particular to:
    1. elect and be elected to the Association's governing bodies,
    2. put forward motions with respect to all the issues regarding the objectives and operations of the Association,
    3. hold the Association's membership card and wear the Association’s badges,
    4. use the Association's recommendations, guarantees and protection in their activities,
    5. use the facilities, guidance, training and support that the Association offers its membership,
    6. use the logo and reference their membership in the Association,
    7. take advantage of other opportunities that the Association creates for its members.
  2. Supporting members of the Association shall have the right to participate in the Association's activities, and in particular to:
    1. advise and speak out with respect to all the issues regarding the objectives and operations of the Association,
    2. hold the Association's supporting membership card,
    3. use the Association's recommendations and testimonials in their activities,
    4. use the facilities, guidance, training and support that the Association offers its membership,
    5. reference their membership in the Association,
    6. take advantage of other opportunities that the Association creates for its supporting members.

§ 20.

The form and type of support offered to the Association shall be agreed upon between supporting members and the Executive Board. Entities who are not the Association’s members or entities who participate in specific, long-term projects undertaken by the Association may support the Association as its partners on the basis of a cooperation agreements or as donors.

§ 21.

  1. Full members shall be removed from the Association membership and deleted from the list of full members as a result of:
    1. Resignation submitted in writing to the Executive Board.
    2. A member's death.
    3. Expulsion by a resolution of the Executive Board:
      • Engaging in activities contrary to the By-laws or resolutions adopted by the Association,
      • For unexcused failure to participate in the Association's activities,
      • Delay in payment of membership fees for  two quarterly periods
      • Loss of civic rights as a result of valid adjudication or conviction by a valid sentence for criminal or economic offences,
      • For committing an act classified as unfair competition,
      • For failure to comply with the “Code of Good Practices of the Polish Association of Translation Companies” despite at least two warnings given to them by the Executive Board or the Arbitration Board,
      • Loss or limitation of the member's legal rights.
  2. Supporting members shall be removed from the Association membership and deleted from the list of full members as a result of:
    1. Resignation submitted in writing to the Executive Board,
    2. Loss of legal status or bankruptcy proceedings filed by the member, or
    3. Expulsion by a resolution of the Executive Board due to:
      • Engaging in activities contrary to the By-laws or resolutions adopted by the Association,
      • Delay in payment of membership fees for  two quarterly periods
      • Failure to comply with the “Code of Good Practices of the Polish Association of Translation Companies” despite at least two warnings given to them by the Executive Board or the Arbitration Board,
      • Committing an act classified as unfair competition.

§ 22.

  1. The resolution of the Executive Board regarding a member’s expulsion shall be provided in writing and sent to the correspondence address indicated by the member.
  2. The member shall remain suspended in their rights and obligations resulting from the By-laws from the date of the delivery of the resolution regarding expulsion to the expiry of the deadline for appeal, as stated in the subparagraph 3 of this paragraph, or - if an appeal is lodged - until the date of the General Meeting’s resolution as stated in the subparagraph 4 of this paragraph. After the specified deadlines, the membership - depending on the circumstances - shall be terminated or become unsuspended, with effect for the future.
  3. The Member shall have the right to appeal against the resolution of the Executive Board regarding their expulsion to the General Meeting of Members. The appeal may be submitted within 30 days of receipt of the relevant resolution on expulsion in accordance with subparagraph 1 of this paragraph. The appeal shall be examined at the next General Meeting.
  4. The resolution of the General Meeting regarding a member’s expulsion taken as a result of the appeal shall be final.

Chapter IV

Governing Bodies of the Association

§ 23.

The following shall be the governing bodies of the Association:

  1. General Meeting of Members,
  2. Executive Board,
  3. Supervisory Board,
  4. Arbitration Board.

§ 24.

  1. The term of office of all the Association's governing bodies shall be 2 years.
  2. Members of governing bodies shall perform their duties without any remuneration.                                                                                

§ 25.

  1. The General Meeting shall be the supreme governing body of the Association.
  2. The General Meeting may be held as an ordinary or extraordinary Meeting.
  3. The Extraordinary General Meeting shall have the same powers as the Ordinary General Meeting under the stipulation that it may be convened in exceptional cases and in the manner provided for in these By-laws.
  4. The Ordinary General Meeting shall be convened by the Executive Board at least once every twenty-four months. The Executive Board shall notify all members about the General Meeting's date, place and proposed agenda by registered letters, or by e-mail, to the correspondence address (postal or e-mail address) indicated by each member, at least 14 days prior to the date of the General Meeting. Each member of the Association has the right to examine the documents presented for the approval of the General Meeting in the Association's registered seat within 7 days upon receipt of notification about the convening of the General Meeting.
  5. The Extraordinary General Meeting shall, in justifiable cases, be convened by the Executive Board upon a written request of the Supervisory Board or at least one-third of full membership. The Executive Board shall notify all members, within 30 days of receipt of the request, about the General Meeting's date, place and proposed agenda by registered letters, or by e-mail, to the correspondence address (postal or e-mail address) indicated by each member  at least 14 days prior to the date of the General Meeting.
  6. The first session of the General Meeting shall be attended by at least half of the membership eligible to vote, whereas the second session of the General Meeting which can be convened one hour later on the same day and may proceed effectively irrespective of the number of members present.
  7. Full members of the Association and, in an advisory capacity, supporting members, honorary members and invited guests may attend the General Meeting.
  8. Each full member shall have one vote.
  9. The General Meeting of the membership shall have the powers to:
    1. Adopt the Association's action plan,
    2. Examine and approve reports and statements drawn up by the Executive Board, the Supervisory Board and the Arbitration Board,
    3. Adopt the Standing Orders of the General Meeting, and approve the work regulations of the Executive Board, the Supervisory Board and the Arbitration Board,
    4. Discharge the outgoing Executive Board of its duties,
    5. Elect and dismiss members of the Executive Board, the Supervisory Board and the Arbitration Board,
    6. Adopt amendments to the By-laws,
    7. Make decisions about the establishment of other organisations by the Association,
    8. Adopt a resolution regarding the dissolution of the Association,
    9. Examine appeals against the resolutions of the Executive Board lodged by the Association's members,
    10. Appoint and dismiss the Arbitration Board, and examine appeals against its decisions,
    11. Examine members' complaints concerning the activities of the Executive Board,
    12. Determine the maximum amount that the President or Vice-President of the Association may individually contract on behalf of the Association.
  10. Resolutions of the General Meeting shall be passed by a simple majority of votes cast by full members present in an open vote, unless other provisions of the By-laws stipulate otherwise.
  11. On the basis of a formal motion made by any full member of the Association, the General Meeting may decide in favour of using a secret ballot to vote on any item on the agenda. The resolution on using a secret ballot shall be passed by a simple majority of votes cast by full membership present.

§ 26.

  1. The Executive Board shall be comprised of three to five members elected by the General Meeting.
  2. The Executive Board shall be comprised of the President, Vice-President, Treasurer and Secretary. The Treasurer’s function may, in reasonable cases, be combined with another function exercised by an individual sitting on the Executive Board.
  3. The Executive Board shall be appointed and dismissed by the General Meeting. The term of office of the Executive Board shall be 2 years. Every member of the Executive Board may resign before the end of the term of office.
  4. The Executive Board shall be set up at the first meeting following elections.
  5. Meetings of the Executive Board shall be convened by the President or, with their authorisation, by another member of the Board at least once every three months. Meetings shall also be convened upon a written request of two-thirds of the Board's members.
  6. Resolutions of the Executive Board shall be passed by a simple majority of votes, with at least half of the membership present.
  7. The Executive Board shall have the powers to:
    1. Admit new members to the Association,
    2. Expel members from the Association (for reasons referred to in Chapter III, §21 of the By-laws),
    3. Represent the Association in external relations and act on its behalf,
    4. Manage the day-to-day business of the Association and its activities within the framework set by the General Meeting,
    5. Draw up reports on its activities for the Supervisory Board and the General Meeting,
    6. Convene the General Meeting,
    7. Determine the membership fees,
    8. Draw up and present a draft budget for the approval of the members when determining the membership fees,
    9. Conclude agreements and decide on accession or withdrawal to or from other organizations.
  8. The Executive Board may draw up working regulations which specify all areas of their operations. Such working regulations are subject to approval by the General Meeting.

§ 27.

  1. The Supervisory Board shall be comprised of two to three members elected by the General Meeting.
  2. The Supervisory Board may draw up working regulations which specify all areas of their operations. Such working regulations are subject to approval by the General Meeting.  
  3. The Supervisory Board shall be comprised of a Chairman and  member(s). The functions among the members of the Audit Board shall be divided by way of a resolution of the Supervisory Board passed at   the first meeting of its members.
  4. Meetings of the Supervisory Board shall be convened by its Chairman or, with their authorisation, by another member of the Board at least every three months. Meetings shall also be convened upon a written request by at least two members of the Supervisory Board.
  5. In the event of resignation or exclusion of a member of the Supervisory Board before the end of the term of office, the vacancy may be filled by a resolution of the Supervisory Board.
  6. Resolutions of the Supervisory Board shall be passed by a simple majority of votes, with at least two of its members present.
  7. The Supervisory Board shall have the powers to:
    1. Exercise control over all aspects of the day-to-day business of the Association,
    2. Submit motions to the Executive Board and file motions regarding the discharge of the duties of the Executive Board at the General Meeting,
    3. Request that the General Meeting be convened,
    4. Control and intervene in case of issues with membership fees' payment,
    5. Select an entity to audit the financial statements of the Association in accordance with the accounting laws and regulations,
    6. Approve the annual financial statements prepared by the Board.

§ 28.

  1. The Arbitration Board shall be comprised of two to three members of the Association, who are not members of the Executive Board or the Supervisory Board, elected by the General Meeting. 
  2. The Arbitration Board shall have powers to examine each written motion filed by a member of Association with respect to disputes or personal complaints against members of Association.
  3. In the event of resignation or exclusion of a member of the Arbitration Board before the end of their term of office, the vacancy may be filled by a resolution passed by the Arbitration Board.
  4. The Arbitration Board shall meet upon a written motion made by the Association's member and shall take decision on the said motion not later than within 1 (one) month.
  5. The Arbitration Board shall close its proceedings by passing a decision that shall be communicated to all members.
  6. Parties to the dispute shall have the right to appeal against the decision of the Arbitration Board to the next General Meeting.
  7. Decisions of the Arbitration Board shall be passed by the full panel.

      § 29.

Any casual vacancy in the composition of governing bodies referred to in Chapter IV § 23 subparagraphs 2, 3 and 4 which arises during their term of office shall be filled by co-option during a General Meeting convened within   6 (six) months following the date of such vacancy or (in case of one vacancy) it shall be filled by co-option by way of a resolution passed by a relevant board.

§ 30.

  1. Assets of the Association consist of immovables, movables and funds.
  2. Assets of the Association shall come from:
    1. Membership fees,
    2. Donations, legacies, bequests,
    3. Income from economic activities (if undertaken) and income derived from the Association’s assets,
    4. Public collections,
    5. Subsidies and grants.
  3. Association funds and assets shall be managed by the Executive Board.
  4. The President or Vice-President individually, or two other members of the Executive Board acting jointly shall be authorised to represent the Association and contract financial obligations up to the amount specified by the General Meeting. Declarations in matters relating to property as well as contraction of obligations over and above the amount specified by the General Meeting shall at all times require the signatures of two of the following individuals: the President or Vice-President and the Secretary or Treasurer of the Executive Board.
  5. Any decision of the Executive Board aimed at reducing the Association's assets or selling its intangible assets shall require a resolution by the General Meeting.

Chapter V

Final Provisions and Procedure for Amendment of the By-laws

§ 31.

  1. Any amendment to the By-laws or decision regarding the dissolution of the Association shall require a resolution by the General Meeting adopted by the majority of two-thirds of votes cast with at least three-fourths of all membership eligible to vote being present.
  2. The second session for the adoption of resolutions regarding the matter in question shall be permitted 1 (one) hour after the scheduled time for the first session. At the second session resolutions shall be passed by the majority of two-thirds of votes cast irrespective of the number of membership eligible to vote being present.
  3. When adopting a resolution regarding the dissolution of Association the General Meeting shall specify the method of liquidation and the appropriation of the Association's assets.

§ 32.

  1. These By-laws shall come into force on the day of registration by the Registration Court.
  2. In matters not regulated hereunder the provisions of the Act on Associations shall apply.