CHAPTER I – GENERAL PROVISIONS
CHAPTER II – OBJECTIVES AND DUTIES
CHAPTER III – MEMBERSHIP
CHAPTER IV – AUTHORITIES AND ORGANIZATIONAL STRUCTURE
CHAPTER V – ASSETS AND REPRESENTATION
CHAPTER VI – FINAL PROVISIONS
- Związek, hereinafter referred to as the Association, is a nationwide, voluntary and self-governing organization of employers carrying on business in the field of translation, interpretation and related services.
- The Association operates under the Polish Employers’ Organization Act of 23 May 1991 (Journal of Laws of 2015, item 2029) and under this Statute.
- The Association’s business name is “Związek Pracodawców Branży Tłumaczeniowej POLOT” and it may use its abbreviated name “POLOT” as well as the English name of “Polish Association of the Language Service Providers POLOT”.
- The Association has legal personality.
- The Association operates in the territory of the Republic of Poland and abroad.
- The registered office of the Association is situated in Warsaw.
- The duration of the Association is unlimited.
- The Association may join international organizations.
- The Association has its logo.
OBJECTIVES AND DUTIES
The Association shall carry out its statutory objectives, whereas the principal objective of the Association is to bring together the providers of professional translation services and entities related to the translation industry and to create a professional and inspiring industry environment, whose task is to foster the growth of the translation industry in Poland by promoting the recognition and appreciation of the profession of translators/interpreters and raising awareness of translation activities both in the business environment and among members of the public. The Association also aims at promoting high ethical and professional standards applicable in the translation industry.
The duties of the Association include without limitation:
- to develop and disseminate quality standards which ensure that translation/interpretation services are carried out to an appropriate professional standard;
- to work out and promote the rules of ethical conduct, fair competition, dialogue and partnership in the translation/interpretation industry;
- to cooperate with entities operating in the field of academic and postgraduate education in the humanities, in particular in linguistics and translation studies and computer technology, in order to improve the level of education of translators-to-be and to take joint initiatives that are essential for the development of the translation industry;
- to cooperate with other business sectors and entities that deal with other specializations, in particular in IT, in order to develop new, innovative products and further the development of services offered by the translation industry;
- to formulate and communicate to members of the public opinions, views and requests in line with the interests of employers – members of the Association;
- to collect and present up-to-date information on the position of the translation/interpretation market in Poland;
- to provide opinions on statutory or other legal instruments related directly or indirectly to the operations of employers to the extent falling within the remit of the Association;
- to represent shared interests of Association members vis-à-vis members of the public and other groups of employers;
- to protect and represent interests of its members with regard to intangible property rights;
- to initiate and pursue actions that promote the Association and business activities of its members;
- to assist its members in dealing with business and organizational problems related to their business operations;
- to assist Association members in improving their knowledge and acquiring professional qualifications.
The Association tasks are specifically delivered through:
- carrying out activities in the area of standardisation of translation products and services, including the creation and development of a code of good practice and a code of ethics for the translation industry;
- carrying out training, information as well as advisory and consulting activities;
- being a member in international industry organization;
- representing the Polish translation/interpretation industry in the international arena and, specifically, through participation in industry conferences, training programs and other meaningful events and initiatives;
- promoting the Association members and representing their interests both in Poland and abroad;
- sharing experience with subcontractors, clients and LSPs;
- applying, on behalf of members, to state and local government organizations and institutions and representing them vis-à-vis other private individuals and non-governmental organizations;
- representing the Association members in the event of disputes with state and local government bodies;
- developing and publishing industry expertise papers for entities operating in the translation/interpretation industry as well as for their clients;
- acquiring new members of the Association who, through their operations supporting the Association, will contribute to the development of the translation/interpretation industry in Poland;
- cooperating with tertiary education institutions and the providers of advanced technologies for the translation/interpretation industry
- In order to deliver its statutory objectives, the Association may pursue business activities on the terms set out in the applicable regulations.
- Business objects of the Association are as follows:
94.11.Z Activities of commercial and employers organizations
82.30.Z Organization of conventions and trade shows
73.20.Z Market research and public opinion polling
63.99.Z Other information service activities n.e.c.
70.22.Z Business and other management consultancy activities
58.19.Z Other publishing activities
93.29.Z Other amusement and recreation activities
93.21.Z Activities of amusement parks and theme parks
58.12.Z Publishing of directories and registers (e.g. street, phone directory)
85.60.Z Educational support activities
Members of the Association fall into three categories
- Core Members;
- Ordinary Members;
- Supporting Members.
- Core Members are the founders of the Association and those who have been assigned the status of a Core Member by the Executive Board, which shall act in this respect on its own initiative.
- Subject to the provisions of Article 8(4), decisions to admit members shall be taken by the Executive Board.
- An employer applying for membership in the Association shall submit a membership declaration, a written undertaking to comply with the Associations’ Code of Ethics, a document confirming the legal status of the employer as well as a written undertaking to pay the membership fee on a regular basis.
- The Executive Board may refuse to admit to the Association an employer that meets the requirements prescribed by law and the Statute only where such refusal is based on circumstances indicating that the admission of such a member might result in the Association incurring pecuniary or non-pecuniary damage. If the Board adopts a negative resolution regarding admission of the applicant as a Core or Ordinary Member, the applicant shall have the right to appeal the decision to the Audit Committee. The Audit Committee shall review the appeal by adopting, at its next meeting, a resolution that either endorses the Board’s view or recommends to the Board that the application be reconsidered.
- Supporting Members may be organizations that provide services to the translation industry and educational institutions.
- A member of the Association who is a natural person shall discharge his/her duties in person or through an appointed attorney-in-fact.
- A member of the Association which is a legal person or another organizational entity shall be represented by natural persons, in accordance with its rules of representation, or by its duly authorized persons.
- Each Member of the Association shall have the following rights:
- the right to participate in the work of the Association and to submit to the statutory bodies proposals and opinions related to the functioning of the Association,
- the right to use the assistance of the Association in all matters related to their statutory objectives and tasks,
- the right to be informed about all the statutory activities of the Association.
- Core Members shall also have the right to vote at the General Meeting as well as the rights specified in Article 13(2).
- Ordinary Members may, upon the Executive Board’s invitation and in an advisory capacity, participate in the work of the Association bodies and working teams.
All Members are obliged:
- to comply with the Statute of the Association and to proceed as prescribed by the resolutions of statutory bodies,
- to participate in the work of the Association and to support them in pursuing the statutory objectives and tasks,
- to comply with the Association’s Code of Ethics, business code of ethics and best commercial practices,
- to pay their membership fees in due course.
- Membership in the Association shall terminate in the following instances:
- dissolution of the Association,
- member’s withdrawal from the Association,
- expulsion of a member from the Association following a resolution adopted by the General Meeting in respect of repeated breaches of the obligations of a member of the Association or discontinuance of business activities in the area indicated in Article 1(1),
- a decision holding that the enterprise of an employer that is a member of the Association has been liquidated or declared bankrupt becomes non-appealable.
- A member may submit a request to withdraw from the Association not later than two months before the expiry of the membership period.
- A member that has been excluded from the Association shall have the right to appeal to the Audit Committee, within one month of the date of delivery of the relevant resolution, with the Committee’s decision to be final and conclusive.
- The former member shall have no claim against the Association in respect of the termination of membership of the Association,.
ASSOCIATION BODIES AND ORGANIZATIONAL STRUCTURE
- Statutory bodies of the Association include:
- General Meeting,
- Executive Board,
- Audit Committee.
- The right to elect and to be elected to the Association bodies shall be vested in the Core Members of the Association.
- The General Meeting is the supreme body of the Association and is composed of all Core Members of the Association.
- The General Meeting may be held as annual or extraordinary.
- Each Core Member of the Association shall have one vote at the General Meeting.
- Save as otherwise provided for in the Statute, the General Meeting shall adopt decisions by a simple majority of votes.
- An Annual General Meeting shall be convened each year by the Executive Board, no later than on 30 June. If the Annual General Meeting is not convened by the above-mentioned date, the right to convene the Meeting rests with the Audit Committee.
- The following matters should be included in the agenda of the Annual General Meeting:
- review and approval of the Executive Board report,
- review and approval of the Audit Committee report,
- review and approval of the financial statements for the previous fiscal year,
- profit distribution and loss coverage,
- granting discharge to the Association bodies in respect of the performance of their duties.
- The Executive Board shall inform the Members of the place, date and agenda of the meeting by sending a notice to the members’ respective email addresses designated for such purposes at least 14 days prior to the scheduled date of the General Meeting.
- Members’ proposals to amend or place new matters on the agenda must be submitted to the Executive Board not later than 5 days prior to the date of the General Meeting.
- If new matters are put on the agenda pursuant to Article 15(4), the Executive Board shall notify the members of the Association invited to the General Meeting of such new matters at least 2 days prior to the General Meeting.
- The General Meeting may adopt resolutions on matters not included in the agenda only if three-quarters of the votes of those present are cast “for” the proposal to such matters being added to the agenda.
- Members of the bodies shall be appointed and dismissed in a secret ballot. A secret ballot shall also be held at the request of at least 5 eligible Members.
- Except for the election of members of the bodies, any Member eligible to participate in the General Meeting may cast his/her vote thereat electronically (via email), provided that the Member concerned specifies an email address to which draft resolutions are to be sent and from which he/she will cast his/her vote. Once consent has been given, it cannot be withdrawn. In such case, a draft resolution will be sent to the email addresses of all such Members together with a ballot paper. Votes cast via email shall be included in the quorum and voting results if they are received by the Association by midnight (00:00) on the day preceding the day on which the General Meeting is held.
- An Extraordinary General Meeting may by convened by the Executive Board on its own initiative or at the request of the Audit Committee, or at the request of at least thirty per cent of Core Members of the Association.
- The Audit Committee shall be entitled to convene an Extraordinary General Meeting whenever it deems it appropriate and in the event that the Executive Board fails to convene a General Meeting within 14 days after a request to do so has been submitted.
- The provisions of Article 15(3) to Article 15(8) shall apply accordingly.
Other than the powers specified in other provisions hereof, the General Meeting shall have the power:
- to amend the Statute of the Association,
- to appoint members of the Audit Committee,
- to adopt the rules for the election of the Association bodies and the rules of procedure for the General Meeting,
- to approve the annual financial statements and activity reports of the Executive Board and the Audit Committee,
- to grant discharge to formal members of the Association bodies in respect of the performance of their duties.
- The Executive Board shall be composed of six natural persons elected by the General Meeting from among its members.
- A member of the Executive Board shall be appointed for a two-year term of office unless a General Meeting appointing the member provides for a different term of office.
- The Executive Board shall convene their first meeting forthwith, but no later than within one month of the General Meeting being held, with a view to:
- assigning specific areas of activity to individual members of the Board;
- electing from its members, by a simple majority of votes, the Chairperson of the Board.
- Meetings of the Board shall be held at least once every two months.
- Resolutions of the Board shall be passed by a simple majority of votes cast in the presence of at least one-half of the Board members; in the event of a deadlock, the Chairperson shall have the casting vote.
- The Executive Board may adopt resolutions in writing, by circulation. Resolutions adopted in writing may be contained in a single document or in several documents of an identical wording, and they must be signed by at least the majority of Board members that is required for a specific resolution to be passed.
- The Executive Board may also adopt resolutions electronically (via email), provided that all its members have consented to such voting procedure and have specified their email addresses to which draft resolutions should be sent. In such case, a draft resolution should be sent to all members of the Board to the email address specified by each of them. The resolution shall be adopted if all members of the Executive Board consent to its adoption within 7 days after receipt of the draft resolution, with the proviso that such consent is to be given electronically, using the email address specified by each member of the Executive Board. Once consent has been given, it cannot be withdrawn. A resolution adopted in the manner set out above shall be enclosed with the minutes drawn up and signed by the Chairperson of the Executive Board and accompanied by electronic messages.
- Members of the Executive Board shall not be remunerated for their work.
- Each former Chairperson of the Association shall be invited, following expiry of his/her term of office, to serve as a non-voting honorary member of the Executive Board.
- If a vacancy occurs on the Executive Board or if there is a justified need to appoint an additional member to the Board, the Board may, by way of a resolution, appoint a new member to the Executive Board.
- The appointment of a new member of the Executive Board in the manner set out in Article 19(1) above shall require the approval of the General Meeting by way of a resolution adopted at the next meeting of the General Meeting, and not later than within 6 months after the Executive Board has adopted the resolution referred to in Article 19(1) above.
- In the event that the General Meeting does not approve a newly appointed member of the Executive Board, the mandate of the member of the Board appointed in the manner specified in Article 19(1) above shall expire (i) on the date of adoption of a General Meeting resolution declining to approve his/her appointment, or (ii) upon expiry of the period of 6 months referred to above.
- The Executive Board shall have the right to dismiss its member by way of a resolution adopted by a two-third majority of votes in the presence of all members of the Executive Board (excluding the member under review) in the event that the member of the Board fails to perform his/her duties as a member of the Executive Board or commits a material breach of the Statute and the rules of procedure. The dismissed member of the Executive Board shall have the right to appeal to the Audit Committee within 14 days of receiving a notice that the aforementioned resolution has been passed. The decision of the Audit Committee shall be final and conclusive.
- The Executive Board shall manage all affairs of the Association.
- The Executive Board shall be responsible for deciding on all matters that are not reserved to the exclusive discretion of the General Meeting or of the Audit Committee.
- Any member of the Executive Board may, without the need for a prior resolution of the Executive Board, conduct matters not exceeding the scope of the ordinary activities of the Association. If, however, prior to the carrying out of any of the matters referred to above, even one of the other members of the Executive Board objects to its carrying out or if the matter falls outside the scope of the ordinary activities of the Association, a resolution of the Executive Board shall be required.
- The duties of the Executive Board shall include in particular:
- managing day-to-day activities and operations of the Association,
- developing a strategy and giving effect to it in action plans,
- providing organizational structure and procedures,
- managing and planning finances,
- maintaining and increasing memberships,
- securing funding for projects and programmes,
- long-term planning,
- managing the assets of the Association,
- determining priorities and approving programmes carried out by the Association,
- approving the annual budget,
- ensuring effective organizational planning,
- determining the payment terms and the amount of the membership fee and other fees charged to members.
- Where necessary, the Executive Board may set up permanent working groups, territorial units, etc., to serve as auxiliary bodies to the Executive Board in the development and implementation of specific tasks.
- The Audit Committee shall be composed of three members appointed and dismissed by the General Meeting.
- The term of office of Audit Committee members shall be two years unless a General Meeting resolution appointing a Committee member provides for a different term of office.
- The Chairperson of the Audit Committee or a member of the Audit Committee appointed by the former may participate in meetings of the Executive Board in an advisory capacity.
- Members of the Audit Committee may not serve in any other capacity in the Association.
- Members of the Audit Committee shall not be remunerated for their service.
- The provisions of Article 19(1) to Article 19(3) shall apply accordingly.
- The Audit Committee shall be responsible for:
- carrying out ad hoc and annual audits of financial affairs of the Association,
- laying before the General Meeting the audit conclusions and requiring the Executive Board to provide the necessary explanations regarding the Association’s operational activities,
- laying before the General Meeting reports on audits of the Association’s operational activities, together with proposals to grant discharge to the members of the Executive Board in respect of their duties,
- issuing opinions in matters relating to violations of the Statute.
- Audit Committee resolutions shall be adopted by at least two of its members.
ASSETS AND REPRESENTATION
- The assets of the Association shall comprise membership fees, donations, bequests, Association’s own activities, income earned on the assets of the organization, as well as state grants and subsidies received in accordance with the relevant law.
- The income from the Association’s business activities shall be used exclusively to achieve its statutory objectives and may not be distributed among its members.
- The Association may establish specific-purpose funds to be used on such terms as the Executive Board may specify in a relevant resolution.
The authority to make statements regarding assets, to incur financial liabilities, to make statements of intent and to represent the Association with regard to third parties, within the limits set by the Statute and a resolution of the Executive Board, shall be conferred on:
- the Chairperson of the Executive Board acting alone, or
- two members of the Executive Board acting jointly.
- A resolution on the dissolution of the Association may be adopted by the General Meeting at a written request of at least fifty per cent + 1 of the members, by a qualified majority of two-thirds of the votes cast – in the presence of eligible members having at least one-half of the votes.
- A resolution on the dissolution of the Association shall specify the manner of liquidation of the organization as well as the allocation and distribution of the Association assets.