Name
Art. 1 Para. 1/ In accordance with the provisions of Chapter One,
art. 2, para 1/ of the Non-Profit Associations Act the following
non-profit, non-political, non-governmental and non-religious
association shall be incorporated on a voluntary basis,
named, "Association of Interpreters and Translators"
and referred to herein for the sake of brevity as
the "Association".
Para. 2 Any written statement made on behalf of the Association
shall quote its name, seat, address and information regarding
its legal registration, including its BULSTAT number.
Status
Art. 2 The Association is a juridical entity and has full
rights and autonomous assets. It shall be managed independently
in accordance with the laws of the country and the provisions
of this Charter. Its name, seal and rights to bank accounts
are reserved and protected by the law.
Registered address
Art. 3
The seat of the Association shall be in Sofia, Oborishte Municipality,
the management address shall be 1202 Sofia, Tsar Simeon No. 32.
Period of incorporation
Art. 4
The Association shall be incorporated for an indefinite period.
Aims and main purpose of the association
Art. 5,Para. 1/ The aims of the Association shall be:
- to assist its members in their professional activities;
- to assist its members to enhance their professional skills with the aim of improving the quality of their work;
- 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 organisations in Bulgaria and abroad;
- to protect the copyright and related rights of its members.
Para.2/ The Association shall perform its activities to the benefit of its members. The Association shall not allocate profit from its activities.
Means
Art.6 Para.1/ In order to achieve its aims, the Association shall freely define the following:
1/ It shall assist its members by:
- advising its members on matters of a legal, financial, accounting and professional nature;
- providing defence to its members in cases of legal disputes arising from the performance of their professional services;
- providing its members with preferential conditions for insurance connected with their professional activities as translators/interpreters;
- publishing a newsletter relating to the professional activities of its members.
Para. 2/ The Association shall defend the rights and the interests of its members with regard to the institutions of the state, courts, monopoly state organisations and other juridical entities by:
- undertaking activities to protect the rights and interests of its members in cases where they have been infringed upon or ignored by state institutions, public organisations and institutions with administrative competence or monopoly status;
- requiring the competent state institutions, public and other organisations to provide explanations and opinions with regard to legislative acts affecting the activities of translators/interpreters and suggesting suitable changes to Bulgarian legislation with the aim of creating a favourable legal and financial environment for the performance of the professional activities of translators/interpreters.
- The approved “Code of Ethics of Translators and Interpreters” is an additional and indivisible part of the Charter. The Association shall make the necessary efforts to ensure its observation as a means of sustaining the good reputation which is enjoyed by the representatives of the profession of translation and interpretation in society.
Para. 3/ The Association shall create and maintain links with the mass media and shall conduct targeted activities aimed at informing the general public, business, political and state institutions about the problems and capabilities of the profession of translation and interpreting.
Para. 4/ The Association shall defend the interests of its members without the obligation to undertake and process any commissions for translation.
Additional for-profit activities connected, with the main purpose
Art.7 Para.1/ The Association shall implement additional for-profit activities connected with the main purpose of the Association.
Para.2/ The income from the additional for-profit activities shall be used for the purposes of achieving the aims set out in this Charter.
Para.3/ The 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.
Para.4/ The General Assembly of the Association shall be entitled to make decisions about the main areas in which for-profit activities will be implemented and the way in which they will be organised and performed. In accordance with art.15, para.5 it may charge the Board of Directors with the day-to-day performance of a specific additional for-profit activity.
Membership and removal of membership
Art. 8 Para. 1/ Participation in the Association is voluntary.
Para. 2/ Membership comes into effect upon signature of this Charter.
Para. 3/ The members of the Association may be individuals who provide translation/interpretation services or juridical entities who accept the Charter and pay their membership subscriptions regularly.
Para. 4/ Sub-para.1. The acceptance of new members is based on a voluntary wish expressed by the individual or the juridical entity in a written application to the Board of Directors of the Association.
Sub-para.2. A juridical entity that wishes to join the Association shall append to the written application the decision to become member of the Association approved in conformity with its articles of association and shall indicate the name of the person who will represent it.
Sub-para.3. The Board of Directors shall make a decision on the basis of the written application not later than three months from the date of submission and the candidates shall be informed in writing one month after the decision.
Sub-para.4. Candidates whose membership application has been rejected by the Board of Directors may re-apply to the General Assembly. In this case the decision of the General Assembly shall be final.
Para 5/ Membership of the Association shall be terminated as follows:
Point. 1 Unilateral statement of voluntary resignation;
Point. 2 Exclusion for non-fulfilment of the obligations laid down the Charter subject to a decision of the General Assembly;
Point. 3 In the event of death or incapacity of physical entities, and termination by court procedure for juridical entities.
Point. 4 Upon the termination of the Association;
Point. 5 Exclusion due to non-payment of the subscriptions set out in art.15, para.5, sub-para.5 and systematic non-participation in the activities of the Association.
Art.9 Para. 1/ Members of the Association may be excluded on the basis of a decision by the General Assembly after a proposal made by the Board of Directors in the event of:
- violation of the obligations envisaged in this Charter;
- any actions which make their membership in the Association incompatible.
Para.2/ The Board of Directors shall define the character of the violations and shall specify a time for their remedy and the removal of their consequences, and in the event of non-compliance shall make a proposal for exclusion
Art.10 para.1/ Membership shall be deemed to be terminated when a member:
- has not paid membership subscription as required by art.15, para.5, sub-para.5 of this Charter;
- has ceased to participate in the activities of the Association.
Para.2/ The above circumstances, in particular the circumstances and their duration which lead to the termination of participation, shall be defined by the Board of Directors in accordance with the documents of the Association. The Board of Directors shall report the circumstances to the General Assembly and table a motion for termination of membership.
Art.11/ When membership is terminated, the Association is not obliged to refund subscription payments. The member who has terminated his/her membership of the Association shall be obliged to make the payments due for the period of his membership until his/her termination.
Rights and obligations of members
Art12 Para.1/ Members shall be entitled to benefit from the assets of the Association and from the results of its activities in the manner set out by the General Assembly
Para.2/ Members shall be entitled to:
Sub-para.1/ participate in the election of the management bodies and be elected to them. Every member shall have the right to one vote in the General Assembly.
Sub-para.2/ participate in all initiatives undertaken to further the aims and purpose of the Association.
Sub-para.3/ receive information about the decisions made by the management bodies of the Association and its activities.
Sub-para.4/ request the cessation of illegal or unconstitutional decisions of the management bodies of the Association.
Para. 3/ Members shall be obliged to pay their membership subscription on a regular basis.
Para 4/ Members shall be obliged to observe the Charter and the Code of Ethics as part thereof, to abide by the decisions of the management bodies of the Association, to contribute to the efforts to achieve the aims of the Association and manage properly its assets.
Para 5/ Membership rights and obligations with the exclusion of property rights are non-transferable and are not passed to other persons in the case of death or termination.
Assets
Art.13 1/ The Association shall raise its assets from:
Sub-para.1/ Subscriptions
Sub-para.2/ Subsidies from state, municipal and other organizations in accordance with the effective Bulgarian legislation;
Sub-para.3/ Donations, legacies and voluntary financial assistance from companies, foundations and other institutions and private persons;
Sub-para.4/ Additional economic activities engaged in to further the purpose for which the association is registered.
Para. 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, stocks in companies, rights to shares and other.
Para. 3/ Bulgarian and foreign juridical and physical persons can unconditionally or on condition make donations or legacies to the benefit of the Association in accordance with its aims.
Para.4/ On the basis of a decision of the General Assembly the assets of the Association may be invested in immovable property, bank deposits, securities, rights to stock, rights to intellectual or industrial property or other suitable manner. Assets shall be invested in a way which guarantees sufficient income to preserve and increase them taking into account inflation and the need to finance the non-profit activities of the Association.
Para. 5/ The Association may found, co-found or acquire stake in commercial enterprises, with the exception of those 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.
Para. 6/ The disposal of the assets of the Association shall be performed by the Board of Directors within the limits of the available funds and in accordance with this Charter.
Bodies of the association
Art.14/ The management bodies of the Association shall be:
Sub-para.1. General Assembly
Sub-para.2. Board of Directors
Sub-para.3. Control Board
Sub-para.4. Chairperson
General Assembly
Art.15 para. 1/ The General Assembly is the supreme body of the Association. Its members are individuals and one authorized representative of each juridical entity who is member of the Association.
Para. 2 / The General Assembly shall be convened annually by the Chairperson on the basis of a decision of the Board of Directors. If necessary, and on their own initiative, 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 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. If in this case the Board of Directors does not send a written invitation convening the General Assembly, the latter shall be convened by the courts 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 which is the management address of the Association.
Para. 3/ The General Assembly shall be legitimate if 50% plus one of the members of the Association are present.
Para. 4/ No decisions may be made regarding matters which have not been previously included in the agenda and duly promulgated. This does not apply to the removal of members of the Board of Directors and the election of new members in their place.
Para. 5/ The General Assembly shall:
Sub-para.1/ define the main areas of development of the Association;
Sub-para.2/ amend the Charter of the Association;
Sub-para.3/ define the number of members of the collective bodies, elect and release by secret ballot the members of the Board of Directors and the Control Board. After the Board of the Directors is elected it shall designate members to represent the Association and indicate the manner of representation;
Sub-para.4/ approve the report of the Control Board;
Sub-para.5/ define the amount and type of the subscription, and the manner in which it is payable;
Sub-para.6/ approve the annual report of the Board of Directors;
Sub-para.7/ approve the balance sheet of the Association;
Sub-para.8/ set the annual budget necessary to sustain the activities of the Association;
Sub-para.9/ make decisions about participation in other associations and organizations, and about the transformation of the Association;
Sub-para.10/ make decisions relating to the termination of the Association;
Sub-para.11/ approve the rules governing the work of the collective institutions of the Association;
Sub-para.12/ overrule decisions of other Association bodies which are against the law, the Charter or other internal acts, regulating the activities of the Association;
Sub-para.13/ make other decisions arising from the Charter and other regulatory acts.
Para. 6/ The meetings of the General Assembly shall be chaired by a chairperson elected by simple majority. The Chairperson of the Association shall chair the proceedings before a chairperson of the meeting is elected.
Para. 7/ All decisions of the General Assembly shall be taken by simple majority of members voting with the exception of the decisions under sub-paras.2, 3, 5, 9, 10 and 11 of para.5 which require a qualified majority of 2/3 of the Association members present at the meeting. Decisions shall be made by open ballot with the exception of the decisions under sub-para. 3 of para.5.
Para. 8/ Every member of the General Assembly shall be entitled to one vote.
Members of the General Assembly shall not be entitled to vote on matters related to:
1. Themselves, their spouses or direct relatives – without limitations, direct kinship up to four times removed or kinship by marriage up to two times removed;
2. Juridical persons in which they are manager or may impose or hinder decision-making.
Para. 9/ Minutes of the meetings of the General Assembly shall be kept, they shall be signed by the Chairperson of the General Assembly, the recorder and the Chairperson of the Control Board, or by a member duly authorised by him.
Board of directors and rules regarding representation
Art. 16 Para.1/ The Board of Directors is an executive and representative body of the Association. It shall consist of seven members elected by the General Assembly of the Association to a term of 2 (two) years and no one, including the Chairperson, may be elected for more than two successive terms.
Para. 2/ The members of the Board of Directors who are elected to represent the Association under art.11, para.5, sub-para.3 shall represent the Association jointly and separately.
Para.3/ The Board of Directors shall:
Sub-para.1 organise the implementation of the decisions of the General Assembly and manage the activities of the Association.
Sub-para.2. represent the Association, for which purposes it shall authorise its chairperson.
Sub-para.3. ensure within the limits of its delegated competence that the interests of the members of the Association are protected before all institutions in the country and abroad.
Sub-para.4 coordinate the day-to-day activities of the Association and provide support to members within the limits of its delegated competence.
Sub-para.5. make annual reports to the General Assembly.
Sub-para.6 elect a temporary chairperson from amongst its members in the event of the Chairperson’s long-term incapacity to perform his/her duties due to serious illness, or absence from the country. The mandate of the temporary chairperson shall expire upon the first meeting of the General Assembly or when the reasons for his/her election cease to exist.
Sub-para.7. discuss and make decisions on all matters regarding the Association, with the exception of those which under this Charter are within the competence of the General Assembly.
Sub-para.8 dispose of the assets of the Association in conformity with this Charter.
Sub-para.9. prepare and submit a draft budget to the General Assembly.
Sub-para.10 prepare and submit to the General Assembly a report on the activities of the Association.
Sub-para.11. determine the address of the Association.
Chairperson of the association
Art.17 Para.1/ The Association shall elect a member of the Board of Directors to be the chairperson of the Association. The mandate of the Chairperson shall be two years, and one and the same person may not be elected for more than two successive terms.
Para.2/ The Chairperson shall:
Sub-para.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, para 2 and art.2.
Sub-para.2. organise the work of the Board of Directors.
Sub-para.3. convene the Board of Directors at least once every three months.
Sub-para.4. perform other functions which are not within the exclusive competence of the General Assembly or the Board of Directors.
The control board
Art.18 Para.1/ The Control Board is a body of the General Assembly which is elected from among the members of the Association for a period of one year. The Control Board shall have three members.
Para.2/ The Control Board shall:
Sub-para.1. monitor the conformity of the Association’s activities with the Charter.
Sub-para.2. supervise the implementation of the decisions of the General Assembly and the Board of Directors;
Sub-para.3. examine the financial activities of the Association and monitor the correct disposal and maintenance of its assets.
Sub-para.4. examine the status of the correspondence, the minutes book, the accounting of membership subscription, income from donations, legacies and others.
Sub-para.5. inform the Board of Directors of violations of the financial, contractual or Charter requirements, the Translators’ Code of Ethics, and convene an extraordinary General Assembly.
Financial year
Art.19 The Financial Year shall coincide with the calendar year.
Regulations
Art.20 Para.1/ Acting within the limits of their delegated competence and autonomy, the collective management bodies of the Association may introduce before the General Assembly 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 this Charter.
Para.2/ The rules shall be approved, repealed and amended with a majority of 2/3 of the members present at the General Assembly.
Stamp
Art.21 The Stamp of the Association is round with the inscription “Association of Translators and Interpreters” (Asociaciya na prevodachite).
Termination
Art.22 Para.1/ The Association may be terminated upon a declared wish of its members or when its aims become impossible to fulfil. The decision to terminate 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 complete all the activities of the Association.
Para.2./ In addition to a decision of the General Assembly, the Association may be terminated pursuant to a decision of the company bench of the Sofia City Court, in the cases and manner set out by law.
Transformation
Art.23/ The Association may be transformed into another non-profit juridical entity.
The decision to transform the Association into a non-profit juridical entity working in the public interest, or to merge with another juridical entity, shall be made by the General Assembly in conformity with the requirements of this Charter.
The manner of transformation and merger of the Association, as well as any relations arising from the transformation, shall be subject to a decision of the General Assembly.
Liquidation
Art.24 Para.1/ Liquidation shall take place upon the termination of the Association. Liquidation shall be carried out by the liquidation committee as required by art.22, para.1 of this Charter. The names and the addresses of the members of the liquidation committee shall be registered in accordance with the legal procedures.
Para.2/ The relevant provisions of the Commercial Code shall be applicable with regard to the manner of liquidation and the powers of the liquidation commission.
Assets after liquidation
Art.25. para.1/ The 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, sub-paras.10 and 13 of this Charter.
Para.2/ If the General Assembly has not made a decision under para.1 before the Association is terminated, the liquidation committee shall dispose of the remaining assets and distribute them between the members in proportion to the subscriptions paid by them.
Deletation of the association
Art.26/ After the distribution of the assets, the liquidation committee shall apply for deletion of the Association’s registration to the company bench of the Sofia City Court
Final Provisions
§1 This Charter was approved by a Constituent General Assembly held on ….. 1996 and amended and supplemented in accordance with para.1 and para.4 of the Transitional and Final Provisions of the Non-Profit Associations Act by the General Assembly held on 19 May, 2001.
§2 The provisions of the Non-Profit Associations Act shall apply to all cases not covered by this Charter and to the interpretation and implementation of its provisions.
top
|