ABRATES – Brazilian Association of Translators and Interpreters – having the Amendments to and Consolidation of its Bylaws approved by the Ordinary General Meeting held on March 14, 2014 and registered in the Civil Registry of Legal Persons of the Juridical District of Rio de Janeiro, said BYLAWS shall have the following
BYLAWS OF ABRATES
BRAZILIAN ASSOCIATION OF TRANSLATORS AND INTERPRETERS
SECTION I – NAME, PURPOSES, AND HEADQUARTERS OF THE ENTITY
Art. 1 – The Brazilian Association of Translators and Interpreters (ABRATES) is an entity of professionals and institutions engaged in translation and/or interpreting in all of its forms, with emphasis on the Portuguese language.
Art. 2 –The purposes of ABRATES include:
a) Supporting translation and/or interpreting professionals via informative, cultural, and social activities;
b) Promoting the interchange with entities and institutions in Brazil and abroad with the aim of disseminating technological innovation, sponsoring selection exams and other professional opportunities in the area of translation and/or interpreting;
c) Promoting and/or supporting courses, conferences, and symposiums in its area of activities;
d) Promoting other cultural and social activities to provide contact and integration opportunities to its members;
e) Promoting the recognition of the work of translators and interpreters.
Art. 3 –ABRATES has its national headquarters in the City of Rio de Janeiro, currently at Av. Rio Branco, 185 | Sala 1508, Rio de Janeiro, RJ.
It may create and maintain regional and state branch offices and encourage representations and/or subsidiaries in other cities in Brazil and abroad.
Art. 4° –ABRATES is an entity of permanent character and shall have indefinite duration.
SECTION II – MEMBERSHIP
Art. 5 – The membership of ABRATES consists of active, honorary, student, and institutional members.
Art. 6 – Active members are translators and/or interpreters practicing as salaried or freelance professionals.
Art. 7 – Honorary members are professionals who have rendered relevant services to ABRATES and are recognized as such by the General Meeting.
Art. 8 – Students of institutes of higher learning and of regular extended-duration courses (minimum total: 100 credit hours) enabling them to practice as translators and/or interpreters may join ABRATES as student members until the completion of the corresponding course.
Art. 9 – Institutional members are associations or other public-law or private-law entities that join ABRATES.
Art. 10 – Membership in ABRATES is acquired via request of membership approved by the Board of Directors.
Par. 1 – Requests of membership must be made by sending the completed membership form to the Association via the website, mail, or e-mail. Requests sent by interested institutions and/or translator/interpreter colleagues shall be evaluated by the Board of Directors No documentary evidence is required, except for the case discussed in Par. 2.
Par. 2 – Requests for student membership must include evidence of enrollment in a course qualifying the applicant for the activity of translation/interpreting. Upon presenting evidence of completion of the course, the student member shall be promoted to active member.
Par. 3 – Requests for institutional membership must include a copy of the Bylaws or Articles of Incorporation of the entity and a power of attorney or other legal document granting the signatory the right to sign. The bylaws or articles of incorporation must contain a provision authorizing the entity to engage in translation/interpreting activities.
Art. 11 – Membership is terminated:
a) Upon written request by the interested party;
b) By expulsion for just cause recognized in due process ensuring the right to defense and recourse;
c) Due to death of the member or dissolution of the member entity.
Art. 12 – Members in arrears with their ABRATES membership dues for twelve consecutive months shall have their membership automatically terminated.
Art. 13 – ABRATES members may take a leave of absence for a determined or undetermined period upon request; during this period the member is exempt from obligations, but is not entitled to the privileges granted to members.
SECTION III – MEMBERS’ RIGHTS AND OBLIGATIONS
Art. 14 – All members are entitled to:
a) Participate in the activities and promotions of ABRATES;
b) Receive periodic information from the Association;
c) Be included in its membership lists and information systems.
Art. 15 – Active and honorary members are entitled to:
a) Vote at the General Meetings;
b) Be elected to positions on the Board of Directors and Fiscal Council.
I – Candidates to positions on the Board of Directors or Fiscal Council must have been active or honorary members of ABRATES for at least 90 days prior to the date of call for election.
Art. 16 – All members shall:
a) Comply with the provisions of these Bylaws and with the recommendations of the Board of Directors;
b) Keep current with their membership dues;
c) Cooperate with the leadership of ABRATES, to the best of their abilities.
Art. 17 – The amounts of the respective dues payable by active members, student members, and institutional members shall be determined by the General Meeting, upon recommendation of the Board of Directors, for the following fiscal year.
Art. 18 – Members are not personally liable for the obligations of ABRATES.
SECTION IV – GENERAL MEETING
Art. 19 – The governing bodies of ABRATES are:
a) The General Meeting;
b) The Board of Directors;
c) The Fiscal Council.
Art. 20 – The General Meeting of active, honorary, and institutional members is the supreme governing body of ABRATES.
Art. 21 – The General Meeting shall:
a) Elect the Board of Directors and the Fiscal Council;
b) Approve the accounts and the yearly report of the Board of Directors based on the opinion of the Fiscal Council, as well as the budget, the schedule of activities, and the dues for the following fiscal year proposed by the Board of Directors;
c) Deliberate on the amendments to the Bylaws that have been previously submitted to the consideration of the membership;
d) Approve the nomination of honorary members;
e) Deliberate on the merger or dissolution of ABRATES;
f) Deliberate on any other issue of interest to ABRATES upon request by the Board of Directors or the Fiscal Council;
g) Remove members of the Board of Directors and the Fiscal Council.
Art. 22 – The General Meeting shall be held as an Ordinary Meeting between January 15 and March 15 of each year, except for reasons of force majeure.
Art. 23– The General Meeting may be called as Extraordinary Meeting at any time, at the initiative of the Board of Directors, the Fiscal Council, or of 20 (twenty) percent of the active members.
Art. 24 – In any event, the General Meeting shall be called by e-mail or regular mail postmarked at least 10 (ten) days in advance and by notification on the home page of the ABRATES website.
Art. 25 – Members may be represented at the Meeting by appointing a proxy via written authorization approved by the General Meeting.
Art. 26 – The General Meeting may deliberate with a quorum of at least one-third of the active members in first call or with any quorum thirty minutes later in second call.
Art. 27 – Resolutions of the General Meeting shall be adopted by a simple majority of votes, with the exception of the provision in the sole paragraph of this Article and in Article 48 of these Bylaws.
Sole Par.– A majority of 2/3 of the votes present shall be needed for approval of amendments to the Bylaws in a meeting specifically called for this purpose, when the amendments have been duly discussed. Absence of a member from the Meeting shall be considered approval of the decisions made.
SECTION V – THE BOARD OF DIRECTORS
Art. 28 – The Board of Directors, the managing body of ABRATES, shall be composed of 6 (six) positions: President, Vice President, Secretary-General, 1st Secretary, 1st and 2nd Treasurers.
Art. 29 – The term of the positions on the Board of Directors is 2 (two) years, one re-election being permitted for the same position.
Sole Par.: The term of the newly elected members of the Board of Directors and Fiscal Council shall begin on July 05, of any given year.
Art. 30 – The President shall:
a) Submit the budget, the schedule of activities, and the amounts of dues for the following fiscal year annually for the approval of the General Meeting;
b) Direct the execution of the budget and the schedule, taking into account any modification introduced therein by the General Meeting;
c) Forward the annual report and the financial statements for the fiscal year annually, at least 15 (fifteen) days prior to the General Meeting, to the Fiscal Council;
d) Preside over the meetings of the Board of Directors, which shall operate in a collegial manner and with proper distribution of responsibilities;
e) Represent ABRATES in or out of court.
Art. 31 – The Vice President shall assist the President and replace the President in the event of impediment.
Sole Par– In the event of permanent impediment of the President, the General Meeting shall be called to elect a substitute for the remaining period of the President’s term at the discretion of the Board of Directors,.
Art. 32 – The Secretary-General shall coordinate management, administration, social, cultural, and information activities of ABRATES.
Art. 33 – The 1st Secretary shall:
a) Assist the Secretary-General in the Secretary-General’s activities and replace the Secretary-General in the event of impediment;
b) Be responsible for drawing up and reading the minutes of the Meetings of members and of the Board of Directors;
c) Ensure the proper organization and maintenance of the files of ABRATES.
Art. 34 – The 1st Treasurer shall:
a) Collect and record members’ dues, revenues, subsidies and donations, keeping the books current;
b) Pay the bills authorized by the President;
c) Present reports of revenues and expenses whenever requested;
d) Present the financial report to be submitted to the General Meeting;
e) Present the trial balance to the Fiscal Council every six months;
f) Hold in safekeeping and be responsible for the documents related to the treasury;
g) Keep all cash in credit institutions;
h) Sign, in addition to the President, all checks, orders of payment, and documents representing the Association’s financial obligations;
i) Ensure the maintenance and preservation of the assets of ABRATES.
Sole Par.– Withdrawal and disbursement of funds of ABRATES require the signatures of the President and one of the Treasurers.
Art. 34-A – The 2nd Treasurer shall:
a) Replace the First Treasurer in the First Treasurer’s absence or impediment;
b) Complete the First Treasurer’s remaining term in the case of vacancy;
c) Cooperate in general with the First Treasurer.
Art. 35 – For the election of the Board of Directors, the slate must be registered at the Secretary’s office at least 30 (thirty) days prior to the date of elections.
Art. 36 – The Board of Directors shall provide each candidate with the information necessary for preparing them for the fulfillment of their duties and for communicating their action plan to all members.
Art. 37 – Votes sent via mail or e-mail by voting members duly identified shall also be counted at the General Meeting for the election of the Board of Directors.
Sole Par.– All articles of this section apply also to regional and/or state branch offices while observing their geographic limits.
SECTION VI – THE FISCAL COUNCIL
Art. 38 – The Fiscal Council, elected at the General Meeting, shall consist of 3 (three) regular members and 3 (three) deputies. They are elected for a 2-year term with the option of one re-election to the same position.
Art. 39 – In the event of resignation or death of one of the counselors, the deputy having received the largest number of votes shall assume the position.
Art. 40 – The Fiscal Council shall:
a) Evaluate, each year, the reports of the Board of Directors, examining them and preparing a conclusive opinion thereof, which shall be submitted to the General Meeting;
b) Supervise the financial management of the Board of Directors;
c) Communicate to the membership any irregularity observed, by calling a General Meeting, if necessary.
Art. 41 – The decisions of the Fiscal Council shall be made by simple majority of votes.
Sole Par.– All articles of this section apply also to regional and/or state branch offices while observing their geographic limits.
SECTION VII – REVENUES
Art. 42 – The resources of ABRATES shall come from:
a) Membership dues;
b) Events, courses, and seminars;
c) Proceeds from publications;
d) Agreements and contracts with government and private entities for involvement in projects of common interest;
e) Donations and bequests.
Art. 43 – Members of the Board of Directors and the Fiscal Council are not employees of ABRATES and shall not receive monetary compensation.
Art. 44 – The Association may contract paid specialized services upon due approval by the Board of Directors.
CAPÍTULO VIII – FINAL PROVISIONS
Art. 45 – These Bylaws are governed by Brazilian laws in force; any doubts or questions related thereto shall be resolved by consulting the Central Court of the City of Rio de Janeiro or, in the case of regional branch offices, the relevant court.
Art. 46 – Any provision of these Bylaws that may become null and void under the law shall be replaced by another, valid provision aiming at achieving the same intent and purpose. The annulment of one provision is not transmitted to other provisions or to the Bylaws.
Art. 47 – ABRATES may be dissolved only by the decision of the General Meeting, by the absolute majority of active members or, in the event of insolvency, upon proposal of the Board of Directors to the General Meeting, which shall decide by absolute majority of the members in first call or with any number of members in second call. In the event of the dissolution of ABRATES, its assets, if any, shall be distributed to the members in good standing.
Art. 48 – Regional and/or state branch offices of ABRATES may create their own regulations as long as they are not in conflict with these Bylaws.
Art. 49 – Cases not covered by these Bylaws shall be resolved by the Board of Directors ad referendum of the General Meeting.
These CONSOLIDATED BYLAWS were approved by the Ordinary General Meeting held on the 14th of March, 2014.
LIANE LAZOSKI HUET DE BACELLAR
Chair of the Meeting
DAYSE PATRÍCIA ALVES BOECHAT REZENDE DE CASTRO
Secretary of the Meeting