Articles of Association

Association of Estonian Translation Companies

Articles of Association

  1. General Provisions

    1. The name of the non-profit association is the Association of Estonian Translation Companies, abbreviation AETC (hereinafter referred to as the Association).

    2. The Association is a legal person in private law under the laws of the Republic of Estonia.

    3. The location of the Association is Tallinn, the Republic of Estonia.

    4. The income of the Association may be used only to achieve the objectives specified in the Articles of Association. The Association shall not distribute profit among its members.

    5. The fiscal year of the Association begins on January 1 and ends on December 31.

    6. The working language of the Association is Estonian.

    7. The highest body of the Association is the General Meeting. The work of the Association is organised and the Association is represented by the Management Board.

  2. Insignia of the Association

    1. The Association of Estonian Translation Companies has its own insignia the design and procedure for use whereof is determined by the insignia statute. The statute is adopted by the General Meeting.

    2. The AETC issues its members membership certificates which symbolise that a member belongs to the membership of the Association.

  3. Translation of the Name of the Association of Estonian Translation Companies

    1. The name of the Association of Estonian Translation Companies in English is the Association of Estonian Translation Companies (abbreviation: AETC).

  4. Objective of the Association

    1. The objective of the Association is:

      1. to contribute to developing and ensuring an honest and well-functioning competitive environment in the Estonian translation services market;

      2. to raise the awareness of the clients in the field of translation services;

      3. to express and represent the common interests of the members on the national and social levels;

      4. to develop common strategies for providing translation services and ensuring translation quality and to supplement these constantly by gathering and analysing information about the translation market;

      5. to contribute to the development of translation services in its member companies by coordinating common strategies and preparing documents necessary therefor, arranging information exchange and training;

      6. to contribute to the adoption of the good translation practices and standards of the EU in the Estonian legal environment;

      7. to cooperate with other translation associations and organisations.

  5. Members of the Association

    1. The Association shall have at least 5 (five) members.

    2. Legal persons whose principal activity is providing translation services can be members of the Association.

    3. An applicant for membership must have actually operated in the translation market for at least 3 years and must meet the established requirements set out in Appendix 1 of these Articles of Association.

    4. For the purpose of introducing and implementing the requirements and rules of the Association, all new members of the Association shall first have associate member status for at least one year, and the General Meeting shall decide on their admission as full members or on the extension on their associate membership status after the expiry of said period. The definition of an associate member is set out in Appendix 2.

  6. Admission

    1. Admission of members shall be decided by the General Meeting.

    2. Applicants shall submit written applications to the Association.

    3. The membership of the Association shall start as of the moment an application of a person for admission to the Association is accepted by the General Meeting.

  7. Leaving the Association

    1. Members are entitled to leave the Association. Members shall submit respective written applications to the Management Board.

    2. Membership fees shall not be returned to members leaving the Association, nor shall members be released from other obligations that they assumed with regard to the Association.

    3. Membership in the Association shall end as of the moment the application is submitted to the Management Board and the Management Board shall be obliged to notify the other members thereof immediately.

  8. Exclusion from the Association

    1. Members can be excluded from the Association:

      1. upon non-performance of the provisions of these Articles of Association;

      2. upon non-conformity with the basic characteristics of a member company;

      3. for damaging the reputation of the Association to a material extent;

      4. upon failure to pay the membership fee, if more than three months have passed since the due date for payment of the membership fee;

      5. upon a gross violation or at least a second instance of violation of a resolution of the General Meeting or the Management Board;

      6. upon violation of the Code of Ethics at the proposal of the Ethics Committee.

    2. The proposal for the exclusion of a member shall be made by the Management Board on the basis of the application of the Ethics Committee or at its own initiative.

    3. Exclusion of members shall be decided by the General Meeting.

  9. Rights of Members

    1. Members are entitled to: a. participate in the General Meeting; b. take part in the activities of the Association; c. receive information on the inside documentation of the Association and on information sent to the Association; d. make proposals to the Management Board for convening the Ethics Committee or the Quality Committee upon a relevant reason becoming evident.

    2. Members also have other rights provided by the Articles of Association or law.

    3. The rights of associate members are set out in Appendix 2.

  10. Obligations of Members

    1. Members and associate members shall:

      1. adhere to the Articles of Association;

      2. adhere to the resolutions of the General Meeting and the Management Board that are in compliance with the Articles of Association;

      3. follow the Code of Ethics of the Association;

      4. contribute to achieving the objectives of the Association;

      5. pay the membership fee in a timely manner;

      6. maintain and prudently use the assets of the Association;

      7. avoid any activities that damage or may damage the reputation of the Association.

    2. Members shall be obliged to ensure the conformity of their activities with the requirements established in the Quality Standard.

    3. Upon any change of a member’s or associate member’s details (name or registry code or address), the member or the associate member shall give written notice thereof to the Management Board within 10 business days. On the basis thereof the Management Board shall make respective changes in the list of members and inform the other members thereof.

    4. The additional obligations of an associate member are set out in Appendix 2.

  11. Membership Fee

    1. The General Meeting shall establish the membership fee of the Association and the amount thereof.

    2. Unless otherwise decided by the General Meeting, the membership fee shall be paid on the basis of an invoice by the 5th (fifth) date of the first month of each quarter.

    3. The General Meeting is entitled to establish delay interest for a delay in payment of the membership fee.

    4. The membership fee of an associate member shall form 50% of the member’s membership fee.

  12. Code of Ethics

    1. The Association has a Code of Ethics that is binding on the members of the Association.

    2. The Code of Ethics is approved by the General Meeting.

    3. The Code of Ethics is reviewed and, if necessary, updated every 3 years. The proposals for supplementing the Code of Ethics shall be made by the Ethics Committee convened by the Management Board.

  13. Quality Standard

    1. The Association has a Quality Standard that is binding on the members of the Association.

    2. The Quality Standard is approved by the General Meeting.

    3. The Quality Standard is reviewed and, if necessary, updated every 3 years. The proposals for supplementing the Quality Standard shall be made by the Quality Committee convened by the Management Board.

  14. Management of the Association

    1. The General Meeting is the highest body of the Association. The work of the Association is organised by the Management Board. The Management Board shall be entitled to authorise a member or an employee of a member company to represent the Association in specific issues.

    2. No other financial obligations besides the obligation to pay the membership fee and compensation for the costs incurred by the Company pursuant to clauses 18.8 and 18.10 can be imposed on a member.

    3. Obligations can be imposed on a member by a resolution of the General Meeting and/or the Management Board in relation to the organisation of the events of the Association and/or participation in such events and/or representation of the Association provided that the Management Board has agreed with the member in advance on the amount wherein the expenses to be incurred by the member in relation to such an event shall be compensated.

  15. General Meeting

    1. All members and associate members of the Association may participate in the General Meeting.

    2. The General Meeting has the power to:

      1. amend the Articles of Association;

      2. change the objective of the Association;

      3. appoint the members of the Management Board;

      4. decide on conclusion of a transaction with a member of the Management Board or on assertion of a claim against a member of the Management Board, and on appointment of the representative of the Association in such transaction or claim;

      5. approve the Code of Ethics and the Quality Standard;

      6. decide on other issues that are not placed in the authority of the Management Board or committees by law or the Articles of Association.

    3. Convening the General Meeting

      1. The General Meeting shall be convened by the Management Board.

      2. The Management Board shall convene the General Meeting in cases prescribed by law as well as in case it is required by the interests of the Association.

      3. The Board shall convene the General Meeting if this is demanded in writing and with an indication of the reason by at least 2/5 of the members of the Association.

      4. If the Management Board does not convene the General Meeting under the circumstances set out in clause 15.3.b above, the members who demanded the General Meeting may convene the General Meeting themselves pursuant to the same procedure as the Management Board.

      5. Notice of the General Meeting shall be given at least 10 (ten) days in advance. The notice shall be sent to the members in writing.

    4. Procedure of the General Meeting

      1. The General Meeting may pass resolutions if more than one-half of the members of the Association are represented at the meeting.

      2. If the General Meeting is not empowered to pass resolutions pursuant to the provisions of clause 15.4.a above, the Management Board shall convene a new General Meeting with the same agenda within three weeks. The new General Meeting shall be empowered to pass resolutions irrespective of the number of members participating in or represented at the General Meeting, but provided only that at least 2/5 of the members are represented at the General Meeting.

      3. If the requirements of the law of Articles of Association are violated in convening the General Meeting, the General Meeting shall not be entitled to pass resolutions, except if all the members are represented at the General Meeting.

    5. Resolution of the General Meeting

      1. A resolution of the General Meeting shall be passed if more than one-half of the members represented in the meeting voted for it.

      2. A resolution of the General Meeting shall be deemed passed without convening the meeting, if all the members of the Association vote in writing.

  16. Voting

    1. Each member of the Association has one vote. Upon voting, a member of the Association is represented by a person belonging to the Management Board or a person authorised by the Management Board in writing.

    2. The Management Board is also entitled to ask the members who do not participate in the General Meeting to vote in writing.

    3. Members of the Association whose membership or violation of the Code of Ethics / Quality Standard is being discussed by the General Meeting shall not participate in voting.

    4. A member shall not vote if entry into a transaction with the member or with a person with an equivalent economic interest or commencement or termination of a court dispute against the member or such person is being decided by the Association.

    5. A member shall not vote if assertion of a claim against the member is being decided by the Association.

    6. The votes of members of the Association specified in clauses 16.3 to 16.5 are not taken into consideration in the determination of representation for the decision on a corresponding issue.

    7. The consent of all the members of the Association is required for changing the objective of the Association.

    8. In other issues except changing the objective of the Association a resolution on amendment of the Articles of Association shall be passed if more than 2/3 of the members have voted for it.

    9. A resolution on dissolution of the Association shall be passed if more than 2/3 of the members have voted for it.

    10. An associate member is entitled to participate in voting in issues related to the general work organisation of the Association or in any other issues for which the General Meeting authorises the associate member.

  17. Management Board

    1. The Association has a Management Board that represents the Association. The Board may be appointed to consist of only one member (the Director).

    2. The Management Board has the power to:

      1. coordinate the work of the Association and settle current matters;

      2. establish the internal rules of the Association;

      3. convene the Ethics Committee and discuss and decide on the proposals made by the latter;

      4. convene the Quality Committee and discuss and decide on the proposals made by the latter;

      5. hold financial negotiations in the name of the Association;

      6. arrange General Meetings;

      7. appoint working groups for organising events;

      8. form committees for performing specific duties or preparing materials;

      9. preserve documents of the Association and dispose of the assets of the Association;

      10. question applicant members and on the basis thereof make proposals to the General Meeting for the suitability of the applicant for being a member;

      11. express the official positions of the Association in the common interests of the members of the Association and notify the members of the positions;

      12. decide on other matters that are placed in the authority of the Management Board by law, by the Articles of Association or by a resolution of the General Meeting.

    3. The Management Board shall maintain a list of the members of the Association, which shall set out the names, registry codes and addresses of the members.

    4. The Management Board may transfer the immovables or registered movables of the Association or encumber them with real rights only on the basis of a resolution of the General Meeting and on the terms and conditions set out in such a resolution.

    5. The members of the Management Board (the Director) shall be elected and the length of their working period shall be determined by the General Meeting.

    6. A member of the Management Board can be removed by a resolution of the General Meeting.

    7. Upon a member’s written request, the Management Board shall provide the members of the Association with necessary information regarding management and submit a respective report.

    8. Members of the Management Board are entitled to demand compensation from the Association for reasonable expenses incurred in performance of their duties.

    9. Management Board meetings shall be held when needed.

    10. Resolution of the Management Board

      1. The Management Board may pass resolutions if more than one-half of the members of the Management Board participate in the meeting of the Management Board.

      2. The Management Board may pass a resolution without convening a meeting if all the members of the Management Board vote in writing.

      3. A majority of affirmative votes of members of the Management Board participating in a meeting is required to pass the resolutions of the Management Board. In case of a tie, the chairman of the Management Board shall have the decisive vote.

  18. Committees

    1. In accordance with a resolution of the Management Board the Association shall form committees for performing specific duties or preparing materials.

    2. A committee consists of at least 3 (three) members. A committee shall elect the chairman from among its members. The chairman shall organise the work of the committee.

    3. A committee may pass resolutions if more than one-half of its members participate in its meeting.

    4. A committee may pass a resolution without convening a meeting if all the members of the committee vote in writing.

    5. A majority of affirmative votes of members of a committee participating in a meeting is required to pass the resolutions of the committee. In case of a tie, the chairman of the committee shall have the decisive vote.

    6. A committee shall be obliged to report to the Management Board.

    7. Upon a proposal made by a member of the Association or at its own initiative, the Management Board shall convene the Ethics Committee, which is empowered to:

      1. make proposals to the General Meeting for amendment of the Code of Ethics;

      2. discuss complaints about violating the Code of Ethics and submitted to the Association against a member and make a proposal to the Management Board;

      3. make a proposal to the Management Board for informing the public in the name of the Association with regard to the translation companies, incl. translation service providers that are not members of the Association, which disregard the principles of fair competition.

    8. The Management Board shall convene the Ethics Committee if an application has been submitted to the Association in accordance with clause 18.7b.

    9. Upon a proposal made by a member of the Association or at its own initiative, the Management Board shall convene the Quality Committee, which is empowered to:

      1. make proposals to the General Meeting for supplementation of the Quality Standard;

      2. discuss quality complaints submitted to the Association against a member, order expert assessments, if necessary, and develop positions of the Association regarding the respective issues;

      3. make a proposal to the Management Board for informing the public in the name of the Association with regard to the translation companies, incl. translation service providers that are not members of the Association, which provide services below standard.

    10. The Management Board shall convene the Quality Committee if an application has been submitted to the Association in accordance with clause 18.9b.

    11. The Ethics Committee / Quality Committee is entitled to demand an explanation from a member of the Association regarding the circumstances set out in a complaint submitted against the member.

    12. Upon ascertaining the violation of the Code of Ethics / Quality Standard, the Ethics Committee / Quality Committee has the right to:

      1. draw the attention of the member of the Association to the violation;

      2. reprimand the member of the Association;

      3. make a proposal to the Management Board to issue an official reprimand to the member;

      4. make a proposal to the Management Board to exclude the member from the Association.

  19. Reporting

    1. The Management Board shall organise the accounting of the Association in accordance with the Accounting Act.

    2. Annual Report

      1. After the end of a fiscal year, the Management Board shall prepare the annual accounts and management report according to the procedure set forth by law.

      2. The Management Board shall submit the records to the General Meeting within five (5) months after the end of a fiscal year. If the Association has an auditor or an audit committee, the auditor’s report or the opinion of the audit committee shall be appended to the reports.

      3. The approval of an annual report shall be decided by the General Meeting.

      4. An approved annual report shall be signed by all members of the Management Board.

  20. Dissolution of the Association

    1. The Association shall be dissolved by a resolution of the General Meeting on the bases set forth by law.

Appendix 1

Requirements for Translation Companies Applying for Membership in the Association of Estonian Translation Companies

  1. 1. Past operations in providing translation services - at least 3 years. The past operating time must be actual, although the company itself may have been registered much earlier.

  2. 2. The translation company must have an office structure, i.e. it has to operate in office premises (i.e. it has to be open to clients at normal business hours) and enable in-house work for employees in principal jobs as set out in Section 3.

  3. 3. The translation company must have at least five employees in principal jobs, 3 of whom must be translators/editors in a principal job.

  4. 4. Existence of a technical basis which enables in-house work for employees as set out in Section 3.

  5. 5. Operation under a business name or trademark. In such case the trademark shall be registered.

  6. 6. If the company has more areas of activity, the share of translation services in sales shall be at least 70% of the annual sales.

  7. 7. The activities of the translation company shall correspond to the Quality Standard.

  8. 8. The annual net sales of the translation company shall exceed 1 million kroons.

Appendix 2

Definition of Associate Member of the Association of Estonian Translation Companies

Associate members of the Association of Estonian Translation Companies are associated members who are fully or partially involved in providing translation services and who have limited rights and obligations. All undertakings providing translation services may become associate members.

Obligations of associate members of the Association of Estonian Translation Companies:

  1. To acknowledge the Articles of Association and resolutions of the board and general meeting of the Association of Estonian Translation Companies;

  2. To pay the membership fee;

  3. To adhere to the Code of Conduct of the Association;

  4. To approximate their activities to the requirements set out in the Quality Standard.

Rights of associate members of the Association of Estonian Translation Companies:

  1. To participate in committee work;

  2. To participate in the discussions held in the general mailing list;

  3. To participate in general meetings, by invitation;

  4. To participate in the internal events of the Association;

  5. To receive information about the internal documents of the Association or about any deeds, requirements, etc., received by the Association.

Opportunities of associate members of the Association of Estonian Translation Companies:

  1. To bring the work of their translation companies into accordance with the requirements set forth in the organisation of work of the members of the Association;

  2. To introduce the work principles and documents of the Association to their personnel;

  3. To prepare proper, detailed and easily understandable price lists.

Associate members have no voting rights and cannot be elected to the management bodies or committees of the Association. The membership fee of associate members is one-half of the applicable membership fee. If an associate member has brought its activities into accordance with the requirements set with regard to the prospective members, it will be entitled to apply for membership on the basis of a respective application according to the general procedure.

Admission of associate members takes place on the basis of applications submitted to the board of the Association by applicants, and admission shall be decided by the general meeting according to the recommendation of the board.

 

Management Board members

  • Inge Rätsep

    Inge Rätsep

    Interlex OÜ, juhatuse liige / member of the board

    Inge has been active in the field of translation since 1999. She is the owner and management board member of Interlex Translations. Inge studied Estonian language and literature at the University of Tartu, and holds a Bachelor’s degree in media and public relations. She initiated the founding of the Association of Estonian Translation Companies. In addition to the management board of ETBL, Inge has also been a member of the management board of EUATC (European Union Association of Translation Companies) since 2015. Throughout her career in the area of translation she has stood for the development of the Estonian translation market, written articles on translation in the media and appeared at conferences in Estonia and abroad.

  • Kristiina Püttsepp

    Kristiina Püttsepp

    Luisa Tõlkebüroo OÜ, juhatuse liige / member of the board

    Kristiina joined Luisa Translation Agency 23 years ago and is one of its managers and shareholders. Luisa was one of the founders of the Association of Estonian Translation Companies. This is the third time Kristiina has been a member of the association’s management board. She has also been involved in the running of the four conferences organised by the association. Kristiina is a graduate of the Faculty of Medicine at the University of Tartu. Since 2016 she has dedicated herself to coach and supervisor studies at the International Coaching and Supervision Institute in Tallinn in addition to her work at Luisa.

  • Kerli Visso

    Kerli Visso

    TILDE EESTI OÜ, VANEMPROJEKTIJUHT / SENIOR PROJECT MANAGER

    Kerli is an Estonian philologist, but she has also studied economics and IT. Kerli has been active in translation/localization world for more than 10 years since she joined Tilde in 2007. Here, in addition to being a long-time project manager, she has also been engaged in sales and worked as an editor. In the past few years, Kerli has been a senior project manager which includes also helping and coaching other project managers, recruiting, and advising the managing director on issues of importance to the company.