Pursuant to Article 13 of the Associations Act (Official Gazette No.74/14), the Extraordinary Assembly of the Croatian Association of Translation Agencies held in Zagreb on 15th September 2015 adopted the following
Articles of Association of the Croatian Association of Translation Agencies
I. GENERAL PROVISIONS
The Articles of Association of the Croatian Association of Translation Agencies (hereinafter: CATA) regulate the name, seat, scope of activities, representation, objectives and activities undertaken to meet the goals of the Association, as well as its operation, the process of joining alliances or other associations and membership in international associations, provisions on members of the association, internal organization and governing bodies, assets and the use of any profit, termination of the association and other matters in accordance with the law.
CATA is established as a non-governmental, non-profit, professional association and it is registered at the City Office for General Administration. The work of CATA is based on the voluntary work of its members and partners.
Name of the association: Croatian Association of Translation Agencies.
Abbreviated name: CATA
Original name in Croatian:
Hrvatsko udruženje prevoditeljskih agencija
Abbreviated name: HUPA
CATA’s seat is registered in Zagreb.
The address of the seat may be changed pursuant to the decision of the Steering Committee.
CATA operates in the territory of the Republic of Croatia.
CATA has a round seal with the text “Hrvatsko udruženje prevoditeljskih agencija,” the abbreviation HUPA, and place of the seat, as well as text in the English language “Croatian Association of Translation Agencies,” the abbreviation CATA, and place of the seat. Name and place are entered on the outer edge of the seal, while the abbreviation is the centre of the seal.
CATA is registered in the registry of associations managed by the City Office for General Administration.
The work of CATA shall be public. For the purposes of transparency, CATA shall use means of public communication (notice on the website), as well as internal and public notices issued to its members.
The public may be excluded from sessions of a CATA body due to the protection of personal information.
CATA shall be represented by the President, who shall sign all the documents of CATA. The Assembly may authorize other persons to represent CATA.
In order to achieve common objectives, CATA may join alliances, communities, societies and other forms of associations, both in the country and abroad, all in compliance with the law.
The decisions on association shall be made by the Assembly.
II. OBJECTIVES, AREA(S) OF OPERATION IN ACCORDANCE WITH THE OBJECTIVES OF THE ASSOCIATION’S ACTIVITIES
The objectives of CATA are the development and protection of the economic interests of the profession, the promotion of quality standards and continual work on raising the level of agency translation.
In accordance with its objectives, the Association operates in the area of the translation industry.
CATA performs the following activities for achieving its objectives:
• implementation and harmonization of common interests and rights of translation agencies through their association and promotion of the translation industry in Croatia
• promotion and support of the development of members of CATA with the purpose of improving their business
• working on the promotion of agency services to potential clients and raising awareness about the benefits of the services provided by members of CATA, the protection of consumers’ interests
• conducting market analysis and informing the members of CATA on news in the translation industry and statistical evaluation of data
• raising awareness and encouraging the signing and execution of contracts in the translation industry between agencies and clients and emphasizing their importance
• cooperating with related organizations and universities in Croatia and abroad, and representing and promoting the interests of CATA’s members in negotiations with European and international institutions and organizations
• organizing conferences and professional meetings of translators and conference interpreters
• working on dictionaries, language counselling on social networks and promoting the use of translation software
• encouraging translation agencies to use professional liability insurance policies for translators
• promoting quality standards in cooperation with the existing standardization bodies, thus improving the level of certification in accordance with the existing standards
• organizing education and professional development of translators in professional workshops and lectures, through training of court interpreters and other related activities
• initiating the exchange of young translators and organizing workshops for translators who are new to the industry
• upholding the principles of professional ethics based on respect and implementation of codes of ethics and international translation principles of translation organizations, setting standards of fair play within the profession and working on their acceptance and implementation
III. MEMBERSHIP IN CATA
Any domestic and foreign legal entity and natural person (hereinafter: the Candidate) who meets the requirements for membership determined in Article 3 of these Articles of Association can become a member of CATA.
Membership in the Association can be: regular and associate.
Candidates can become regular members if they have worked in agency translation for the duration of at least three (3) years and provided at least three (3) references, and candidates can become associate members if they have worked in agency translation for the duration of at least one (1) year and also provided at least three (3) references. Regular members shall be exclusively legal entities – companies (limited liability companies), and associate members can also include legal entities – companies and natural persons – sole traders under the condition that translation (written or oral) is their main activity.
The Candidate shall become a member following the procedure specified in Article 10 of these Articles of Association and the Ordinance on membership published on the CATA website.
The membership of an affiliated member in CATA is limited to two (2) calendar years at most, after which the Associate member becomes a Regular member or is excluded from CATA.
The Steering Committee has the authority to change the status of an associate member into a regular member of CATA in case of fulfilling the conditions for becoming a regular member, as well as to change the status of a regular member into an associate member in case of the unfulfillment of such conditions.
A Candidate who wishes to become a regular member of CATA must submit a written application by e-mail stating the details of the company – legal entity, and enclose evidence that it has worked in agency translation for at least three (3) calendar years, as well as at least three (3) references to corroborate this information.
A Candidate who wishes to become an associate member of CATA must submit a written application by e-mail stating the details of the legal entity – company or sole trader, and enclose evidence that it has worked in agency translation for at least one (1) calendar year, as well as at least three (3) references to corroborate this information.
A Candidate shall become a member of CATA pursuant to the decision of the Steering Committee. The Candidate shall be notified about the decision of the Steering Committee by e-mail, no later than 30 days as of the application for membership.
A person shall become a member of the Association by entry into the list of members kept by the Association’s President.
The list of members is kept electronically and must contain information about the (personal) name of the member, PIN, date of establishment/birth, date of joining the association, membership category and date of termination of membership in the Association.
The list of members shall be available for inspection at all times to all members and the competent authorities at their request.
The membership fee is determined by the Steering Committee.
Regular members may participate in the work of the CATA Assembly, i.e., may elect and be elected to the bodies of CATA. Associate members shall have no vote in the CATA Assembly and may participate in the Assembly solely as observers.
All members have the following rights, obligations and responsibilities:
• to promote cooperation between members and interest in the translation profession
• to attend sessions of the Assembly
• to use benefits provided by CATA
• to participate in the work of CATA and to provide assistance to CATA
• to contribute to the reputation of CATA
• to comply with the provisions of the law, of the Articles of Association and the by-laws of CATA
• to monitor the work of CATA
• continuous training
• to provide collegial and professional help and mentorship to members of CATA
• regular payment of membership fees
• adherence to the principles stated in CATA’s Code of Ethics
The membership in CATA shall cease due to:
• non-payment of the membership fee
• dissolution of CATA.
A member shall justify its resignation from CATA to the Steering Committee in writing.
A member shall be deleted from membership if it has failed to pay the membership fee for two consecutive years.
A member may be expelled in case of:
• violation of the Articles of Association and the Code of Ethics
• acting contrary to the principles of CATA
• harming the reputation of the profession.
The Ethics Committee may reprimand a member or expel it from CATA.
The decision on the expulsion is made by the Ethics Committee. The expelled member shall have the right to file an appeal with the General Assembly within 15 days of the receipt of the decision. The General Assembly shall decide on the appeal at its first session. The Assembly’s decision shall be final.
A member may be re-admitted to CATA based on its new application and if the reasons for its deletion or expulsion no longer exist.
Article 14For the purposes of performing professional, administrative, financial and other operations, CATA may enter into employment or service contracts with qualified individuals, depending on the nature, scope and duration of work.
IV. RESOLUTION OF DISPUTES AND CONFLICTS OF INTEREST
For the purpose of resolution of disputes/conflicts of interest, the Assembly shall name an arbitration panel from among the members of the Association. The composition, mandate and decision-making of the panel shall be governed by the Rules of Procedure adopted by the Assembly. In its work, the arbitration panel shall apply the provisions of the Act on Mediation appropriately.
Decisions of the arbitration panel shall be final.
If a dispute/conflict of interest relates to the decisions of the managing body of the Association which serve as the basis for the modification of registration in the registry of associations, as decided by the competent office, the dissatisfied member shall first contact the Association for the resolution of the dispute/conflict of interest. When the decision of the arbitration panel becomes final, the Association shall submit a request for the modification of registration in the registry of associations together with the decision of the arbitration panel.
V. BODIES OF CATA
The bodies of CATA are the Assembly, Steering Committee, and the Ethics Committee.
Officials elected to CATA’s bodies shall receive no compensation for their work.
The Assembly is the supreme body of CATA. The Assembly is comprised of ordinary members, natural persons and one representative of each legal entity that is a regular member of CATA, and in case of justified absence of the representative, they may be represented by replacement representatives on the basis of a special power of attorney. The Assembly may be attended by associate members of CATA as well, but the right of vote belongs only to regular members of CATA.
The Assembly may be a regular, emergency or electoral assembly. A regular annual assembly must be held during one calendar year, while one or more emergency assemblies may also be convened. Electoral sessions of the Assembly shall be held every four years.
The Assembly may make valid decisions in the presence of the majority of members of the Assembly. The Assembly shall make decisions by a simple majority of the members of the Assembly present. If the simple majority of members is not present at a session of the Assembly, the session of the Assembly is postponed for 15 days, in which case decisions can be adopted with a simple majority of votes of the present members of the Assembly.
The Assembly shall:
• determine policies relating to the Association’s operation• define and approve the Articles of Association of CATA, its amendments and other documents
• define and approve annual and long-term programmes of activities
• consider and adopt the financial plan for the current year and CATA’s balance sheet
• consider and adopt reports on the work of CATA’s governing bodies
• appoint and dismiss CATA’s Steering Committee
• appoint and dismiss CATA’s Ethics Committee
• decide on forming alliances, communities, networks and other forms of connections between associations
• settle second-degree appeals made to CATA
• appoint and dismiss the Association’s liquidator
• decide on statutory changes, termination and assets of CATA
• decide on termination and distribution of remaining assets of the Association
• adopt other decisions and meet other objectives and tasks that have been established or arise from the provisions of these Articles of Association.
The sessions of the Assembly of CATA shall be convened by the Steering Committee. Notice of convocation and the agenda shall be sent to members of CATA via e-mail no later than seven days before the Assembly is to be held.
CATA shall convene emergency assemblies as necessary. The Steering Committee shall convene it no later than 30 days after receiving the request from the President or 1/3 members of the Assembly of CATA. If the President does not convene the emergency assembly within this period, the persons who proposed the emergency assembly may convene it themselves (the decision must include a proposed agenda, date and venue of the session).
If the mandate of the Association’s bodies expires, the Assembly shall be convened by the last representative entered into the registry of associations.
During an electoral session of CATA, the dismissal of CATA bodies takes place.
The dismissal of the Steering Committee of CATA shall be done by a public vote and a unanimous decision of the Assembly. The election of CATA’s Steering Committee shall be done by a public vote.
In general, the Assembly decides by a public vote.
The Assembly may decide to vote on a given subject in secret.
The Assembly shall be chaired by the President of CATA with the assistance of at least two members of the working presidency elected by a public vote at the beginning of the Assembly. The work of the Assembly shall be recorded in the minutes, signed by the minute-taker and certifier and kept permanently in the Association’s archives.
The Steering Committee is the executive body of CATA and the supreme management body between two election assemblies.
The Steering Committee consists of three members (The President, Deputy President and Secretary of CATA). Members of CATA’s Steering Committee may be Croatian citizens who are authorized representatives or employees of CATA’s regular members. The mandate of CATA’s Steering Committee members shall be set to four (4) years.
The proposal of the electoral list shall be compiled by the current Board. Each candidate must provide at least verbal consent to be put on this list. The final electoral list is accepted by the Assembly by a public or a secret ballot, at its own discretion. The accepted electoral list must include at least three (3) names, since the Steering Committee of CATA consist of three (3) persons.
The Steering Committee shall convene as necessary.
The Steering Committee shall adopt decisions by a majority vote of the members. Minutes shall be compiled at meetings of the Steering Committee.
The Steering Committee shall:
• implement the decisions, conclusions and recommendations of the Assembly, while respecting the acts that it adopts
• realize the established work and development programmes of CATA and propose new ones to the Assembly
• revise the proposed Articles of Association and other general acts and submit them to the Assembly for adoption
• submit proposals of the financial plan and the balance sheet to the Assembly; appoint members of temporary commissions and working bodies of the Steering Committee, determine their tasks and the dynamics and model of execution
• supervise the administration of CATA and engage professional staff for this purpose
• decide on all the details related to membership in CATA
• convene the Assembly
• decide on the change of the address of CATA’s seat.
• perform other business determined by these Articles of Association
The President of CATA shall be elected by the Assembly for a period of four years, with the right of re-election for another term.
The President of CATA shall have the following duties and powers:
• represent CATA to third parties
• conduct meetings of the Steering Committee
• make contracts or accomplish other legal acts in the name and on behalf of CATA• sign decisions and other acts adopted by the Assembly and the Steering Committee
• ensure the implementation of the principle of transparency in the work of CATA
• ensure the implementation of the conclusions of the Assembly and the Steering Committee
• together with the Secretary, monitor the administrative, material and financial operations of CATA
• deliver the minutes from the regular session of the Assembly to the competent office keeping the registry of associations.
For his or her work the President of CATA shall be responsible to the Assembly and the Steering Committee of CATA. In case the President is absence, he is replaced by the Deputy President, and should the Deputy President also be absent, he shall be replaced by a person pursuant to the decision of the Steering Committee.
The Deputy President, who replaced the President in his absence, shall be elected by the Assembly. The Deputy President of CATA shall be elected for a period of four years, with the right of re-election for another term.
The Secretary of CATA, who assists the President and the Deputy President of CATA in their work, and is responsible for the administrative duties of CATA, shall be elected by the Assembly. The Secretary of CATA shall be elected for a period of four years, with the right of re-election for another term.
The Secretary of CATA shall have the following duties and powers:
• to prepare the meetings of the Steering Committee
• to control and sign minutes of meetings of the Steering Committee
• to monitor the administrative, material and financial operations of CATA together with the President – to keep a list of CATA’s members
• to prepare a report on the work of the Steering Committee and submit it to the Assembly.
The Ethics Committee shall be elected by CATA. The Ethics Commission is elected and dismissed by a public vote.
The Ethics Committee shall monitor the observance of the principles and provisions of the Code of Ethics, the Articles of Association and other by-laws binding the members of CATA.
The Ethics Committee consists of three (3) members of CATA, chosen from regular CATA’s members. Members of the Ethics Committee may not be members of the Steering Committee. The members shall be elected for a term of four (4) years. The Ethics Committee shall be responsible to the Assembly.
The Ethics Committee shall be constituted at the first session by the election of the President of the Ethics Committee, who manages the work of the Ethics Committee. Sessions may be held only if all three members are present or if the absent member is represented by a deputy. The decisions of the Ethics Committee must be unanimous.
If the professional standards and principles of the Code of Ethics or the Articles of Association of CATA have been violated, the Ethics Committee shall, upon the written request of members or bodies of CATA, initiate and carry out the appropriate procedure.
VI. ASSETS, MANNER OF ACQUISITION AND DISPOSAL OF ASSETS
In order to accomplish the tasks set forth in these Articles of Association, the funds necessary for the work of CATA shall be collected from membership fees, income from the organization of events, educational activities, grants and donations and other income in accordance with the law.
The funds of CATA shall be recorded on its bank account.
The funds of CATA shall be recorded on its bank account.
The financial operations of CATA shall be carried out in accordance with the financial plan that is adopted for a period of two calendar years. The financial plan shall include the planned income and expenditure.
The income of CATA shall be evidenced in the financial plan as cash flow from the following sources:
• membership fees
• revenue from the organization of conferences, workshops, etc.
• grants and donations, financing of the Association’s programs and projects from the state budget and the budget of local authorities and funds and/or foreign sources
• real estate and movable property of the Association
• other income.
The expenditure of CATA shall be evidenced in the financial plan as the following costs:
• membership fees payable to foreign and/or Croatian associations
• costs associated with participation in conferences in Croatia and abroad
• costs associated with CATA’s activities
Information on financial transactions shall be recorded in CATA’s accounting department in accordance with the provisions of the Accounting Regulation for Non-profit Organizations. A balance sheet shall be made at the end of each fiscal year. The balance sheet must be accepted by CATA’s Assembly.
VI. TERMINATION OF THE ASSOCIATION
CATA may cease its operations pursuant to the decision of the Assembly and due to other reasons set forth by the law.
In the event of termination of the Association, the remaining assets shall go to an association or institution or foundation that has the same or similar statutory objectives pursuant to the decision of the Assembly, but they cannot be shared with the Association’s founders, members, representatives, employees or persons related to them). In that case, the Assembly shall choose an association or institution.
In the event of termination based on the decision of the Assembly, the Assembly shall adopt a decision on the termination of the Association by a two-thirds majority of all votes held by the members of the Association’s Assembly.
The liquidator of the Association shall be appointed and dismissed by the Assembly from among the members of Association.
The liquidator shall represent the Association in the liquidation procedure and, upon the opening of liquidation proceedings, the liquidator shall be entered in the registry of associations as the person authorized to represent the Association until the end of liquidation proceedings and the removal of the Association from the registry of associations.
VIII. FINAL PROVISIONS
Amendments to the Constitution are adopted by the Assembly of CATA.
The procedure for adopting amendments to these Articles of Association shall be initiated by the Steering Committee at its own discretion or pursuant to a justified proposition made by other bodies of CATA. Draft amendments to the Articles of Association shall be submitted to all regular members of CATA for consideration, for which at least 30 days must be provided. Members shall deliver their comments by e-mail sent to the Steering Committee, which shall consider them and determine the final draft of the revised Articles of Association, which is submitted for adoption to the Assembly.
These Articles of Association shall enter into force on the day of their adoption.
Zagreb, 15th September 2015
President of CATA: