BYLAWS OF ASOCIACIÓN COLOMBIANA DE TRADUCTORES E INTÉRPRETES

CHAPTER I
NAME, NATURE, DOMICILE, HEADQUARTERS AND DURATION

ARTICLE 1: NAME. The Association shall adopt the name ASOCIACIÓN COLOMBIANA DE TRADUCTORES E INTÉRPRETES – ACTI[COLOMBIAN ASSOCIATION OF TRANSLATORS AND INTERPRETERS], and it shall be a non-profit entity.

ARTICLE 2: Domicile and Headquarters. The Asociación Colombiana de Traductores e Intérpretesshall be domiciled in the city of Bogotá, D.C., and its headquarters shall correspond to the domicile of the Statutory Representative. It may also establish chapters in other cities within and outside the country, which shall be governed by the Bylaws, the Internal Regulation and the requirements established by the law for such purpose.

ARTICLE 3: Duration. The duration of the Association shall be until December 31, 2025.

CHAPTER II
SPECIFIC OBJECTIVES AND PURPOSES

ARTICLE 4: OBJECTIVES. The Asociación Colombiana de Traductores e Intérpretesshall have the following objectives:

To promote recognition of theprofession of translation; to define and ensure the maintenance of standards in the areas of ethics, commercial practices and linguistic competence; to foster the continuing education of translators and interpreters; to seek integration and mutual support among translators and interpreters; to offer a means of trade association representation in relations with third parties; and to promote exchanges with associations that pursue similar objectives.

In order to fulfill the foregoing objectives, the ACTI may:

  1. Represent its members before the public entities that legislate, regulate and in any manner intervene in the profession of translation.
  2. Plan, program and hold meetings and discussions with representatives of the public and private sectors to exchange ideas about the profession of translation, and in particular about the quality, seriousness and ethics of its members.
  3. Serve as a mediator in disputes between the members and third parties.
  4. Strengthen ties with entities that have similar objectives, whether through affiliations or the exchange of information.
  5. Plan, program and conduct meetings, conferences, symposia, seminars, research activities, workshops and any other activity that contributes to the training, continuing education and practice of translators and interpreters.
  6. Plan, program and conduct meetings to promote the integration of the members.
  7. Encourage theexchange of work among the members when allowed by the circumstances.
  8. Carry out editing projects, either by itselfor through third parties.

The ACTI may have an organ that disseminates and publishes information about its activities.

CHAPTER III
MEMBERS

ARTICLE 5: Status of Members.-The Asociación Colombiana de Traductores e Intérpretes shall be made up of natural persons called Members. The Members may be Associate, Candidate or Honorary Members.

ARTICLE 6: The founders of the ACTI and those translators and/or interpreters who comply with the respective admission requirements stipulated in the ACTI’s Internal Regulation shall have the status of Associate Member.

ARTICLE 7: Those translators and/or interpreters who have complied with the respective admission requirements shall have the status of Candidate Member. At the end of one year from the admission of a Candidate Member, the Executive Board shall decide whether or not to accept the Candidate Member as an Associate Member.

Paragraph: Candidate Members shall not have the right to vote.

ARTICLE 8: Honorary Members shall be the natural persons whom the Association distinguishes withsuch status when they have in some way provided important services to the Association or to the profession in general.

Paragraph 1: Active Members shall be those Members who are current on their obligations to the Association.

Paragraph 2: Associate Members who have not fully satisfied their obligations to the Association as of the date of the annual ordinary meetingor extraordinary meetings shall have a voice, but not avote, for decision-making purposes and their presence shall not count toward the establishment of a quorum.

Paragraph 3: The absolute deadline for the payment of the annual dues is May 1 of each year. Any Member who has not complied with this obligation by said date shall lose his/her status as a Member.

CHAPTER IV
RIGHTS AND OBLIGATIONS OF THE MEMBERS

ARTICLE 9: Obligations of the Members.- The Members shall be obligated to:

  1. Comply with the provisions of these Bylaws, the Association’s Code of Ethics, the agreements of the General Meeting, the Internal Regulation and the resolutions of the Executive Board.
  2. Pay the contributions established by the Executive Board.
  3. Attend the meetings.
  4. Participate in the organization and execution of the Association’s activities.

ARTICLE 10: Rights of the Members.- Associate and Candidate Members shall have the right to:

  1. Enjoy all of the benefits offered by the Association.
  2. Withdraw from the Association, for which purpose they must present their withdrawal letter to the Executive Board.
  3. The other rights established in these Bylaws, the agreements of the General Meeting and the resolutions of the Executive Board.

CHAPTER V
GENERAL MEETING

ARTICLE 11: The General Meeting shall be the supreme authority of the Association.

ARTICLE 12: Makeup of the General Meeting. The General Meeting shall consist of the Active Members.

ARTICLE 13: Meetings. The General Meeting shall meet in its own right in ordinary session once per year on the last Saturday of February at the corporate domicile of the Association or at the place specified in the meeting notice; and it shall meet in extraordinary session any time that it is summoned to do so by: (a) five active Associate Members, (b) the President or Vice President, (c) the Statutory Auditor, or (d) the Executive Board.

ARTICLE 14: Meeting Notice.- The President shall convene the annual ordinary General Meeting by means of a written communication sent to each Member at least fifteen (15) calendar days in advance.

The meeting notice for extraordinary meetings shall be given in the same manner as the notice for ordinary meetings, indicatingthe person or persons who requested the meeting and specifying the matters to be deliberated and decided.

An active Associate Member may be represented by another active Associate Member by means of a written proxy. No active Associate Member may serve as proxy for more than one active Associate Member.

Paragraph. The General Meeting shall validly meet on any day and at any place without a prior meeting notice whenever all of theMembers are represented.

Paragraph 2. Virtual Meetings: The General Meeting may be held when the Members can, by any means, deliberate and decide by simultaneous or successive communications in conformity with the quorum required for the respective case, and as long as this can be proved. The succession of communications must occur immediately and in accordance with the means employed, to which the President and/or Secretary of the Executive Board shall attest. In order to verify the validity of a virtual meeting, there must be unequivocal evidence, such as a fax, magnetic, electronic or similar recording, that clearly identifies the name of the member making the communication, the content of the same and the time at which it is made, as well as a copy of the corresponding meeting notice. In the case of virtual meetings and decisions made by written communication, the order of the day shall be inserted in the meeting notice, and decisions may not be made on issues not contained therein.

ARTICLE 15. Quorum. There shall be a quorum for ordinary and extraordinary meetings with the attendance of a plural number of active Members who representat least an absolute majority. In the event that the required quorum does not exist, the President of the Meeting shall order a one-hour recess, after which the meeting shallbe reconvened with a quorum of any plural number of active Members present or represented.

Paragraph 1: Bylaw amendments shall be approved by the General Meeting upon the favorable vote of a plural number of Members who represent at least seventy percent (70%) of the Members attending or represented at the General Meeting.

Paragraph 2: Prior to each General Meeting, the Secretary shall, for purposes of establishing the quorum, confirm the number and status of the Members who will have the right to a voice and a vote atsaidMeeting, and shall so inform the General Meeting.

ARTICLE 16: The General Meeting shall appoint its President, who shall leadthe Meeting, and its Secretary, who shall take the corresponding minutes.

ARTICLE 17: Minute Book. All meetings, decrees, resolutions, deliberations, elections and other activities of the General Meeting shall be recorded in the Minute Book, which shall be signed by the President and Secretary of the General Meeting. The minutes shall be approved by (a) the General Meeting or (b) a committee appointed for such purpose by the General Meeting.

ARTICLE 18: Functions of the General Meeting. The functions of the General Meeting shall be:

  1. To elect, for a period of one (1) year, five (5) active Associate Members to the positions that make up the Executive Board of the Association, without prejudice to the ability of the General Meeting to reelect or freely remove them. The General Meeting shall also elect two alternates for the purpose of covering temporary absences of more than two months for which the respective Member has given advance notice, or the permanent absence of any Member of the Executive Board, except the President.
  2. If necessary, to appoint for a period of two (2) years and to freely remove a Statutory Auditor, and to indicate his/her remuneration.
  3. To examine, approve or reject the accounts rendered by the Executive Boardafter each annual statement of accounts.
  4. To approve modifications to the Bylaws.
  5. To establish the value of the initial, periodic and extraordinary contributions for the functioning of the Association.
  6. To approve the contracts that the Executive Board proposes to enter into for a value of more than 15 times the minimum monthly wage in force.
  7. The functions that naturally correspond to it as the supreme authority of the Association, as long as they have not been expressly attributed to another entity or employee.

ARTICLE 19: All decisions of the General Meeting shall be made in accordance with these Bylaws.

CHAPTER VI
EXECUTIVE BOARD

ARTICLE20: Executive Board. The Executive Board shall be responsible for the administration of the Association.

ARTICLE 21: Makeup of the Executive Board. The Executive Board shall consist of five active Associate Members elected by the General Meeting for a period of one (1) year.

ARTICLE 22: Positions. The members of the Executive Board shall be called: President, Vice President, Secretary, Treasurer and Member-at-Large, and the Executive Board shall designate them at its first meeting. In the event of the temporary or permanent absences referred to in Article 18 of these Bylaws, the Executive Board shall designate one of the alternates elected by the General Meeting to occupy the position in question.

ARTICLE 23: Meetings. The Executive Board shall meet in ordinary session at leastsix (6) times per year, and it must hold the first of such meetings within fifteen (15) days following the General Meeting, for the purpose of agreeing on the Executive Board’s positions and commencing its activities.

ARTICLE 24: Quorum. There shall be a decision-making quorum with the presence of three (3) of its members.

ARTICLE 25: Minutes. The Secretary of the Executive Board shall take the minutes of each meeting, which shall be kept in a special Executive Board minute book. Once the minutes have been approved, they shall be signed by the President and the Secretary.

ARTICLE 26: Functions. The functions of the Executive Board shall be:

  1. To determine the administrative policies of the ACTI, in conformity with the general guidelines outlined by the General Meeting.
  2. To prepare the Association’s Internal Regulation.
  3. To comply with and enforce the Bylaws, code of ethics, regulations, resolutions and directives of the organs of administration.
  4. To create and eliminate offices and positions necessary for the functioning and development of the ACTI’s activities, indicating their functions.
  5. To control the ACTI’s legal, accounting and financial administration.
  6. To authorize the ACTI’s President to hire the personnel that he/she considers necessary for the normal development of the Association’s objectives.
  7. To authorize the President to enter into the contracts that he/she deems necessary.
  8. To present to the General Meeting the annual report of activities and balance sheet for its review and approval.
  9. To study and approve or reject the applications of candidates for membership in the ACTI, to accept the resignations of Members who request them for any reason, andto decide on the dismissal of Associate Members who do not comply with the obligations established in Article 9 of these Bylaws.

ARTICLE 27: President of the Executive Board. The President of the Executive Board shall also be the President of the Association.

ARTICLE 28: Functions of the President. The following shall be the functions of the President:

  1. To assume the legal representation of the Association.
  2. To contract, intercede, abandon and substitute within the powers granted by the Association, with the prior approval of the Executive Board.
  3. To comply with and enforce the Bylaws and regulations, as well as the directives or guidelines outlined by the General Meeting and the Executive Board.
  4. To take all legal and discretionary actions on behalf of the Association for its good functioning, within the terms established by the law and these Bylaws.
  5. To enter into contracts with a value of up to five (5) times the minimum monthly wage in force.
  6. To hire and supervise temporary or permanent personnel for the execution of the activities of the ACTI, with the prior authorization of the Executive Board.
  7. To convene the ordinary and extraordinary meetings of the Association.
  8. To convene the ordinary and extraordinary meetings of the Executive Board.
  9. To work together with the Vice President and to keep the Executive Board and the Vice President informed of his/her activities as President.
  10. To fulfill the other functions that are assigned to him/her by the General Meeting and the Executive Board, and the functions derived from the nature of the position.

ARTICLE 29: Vice President of the Executive Board. The functions of the Vice President shall be:

  1. To replace the President during his/her temporary or permanent absences.
  2. To work together with the President and to perform the functions assigned to him/her by the Internal Regulation and the Executive Board.

ARTICLE 30: Secretary of the Executive Board. The functions of the Secretary shall be:

  1. To coordinate and serve as liaison in the activities performed and communications exchanged among the different members of the Executive Board, and between said members and the other members of the ACTI.
  2. To manage and maintain the records of the ACTI and the minute books of the General Meeting and the Executive Board.
  3. The other functions that are derived from the nature of the position and that are entrusted to him/her.

ARTICLE 31:Treasurer of the Executive Board. The functions of the Treasurer shall be:

  1. To manage the timely collection of the Association’s financial resources.
  2. To control the collections received.
  3. To maintain the control records for the daily treasury movements.
  4. To make the payments required by the Association’s financial provisions with the prior approval of the President.
  5. To prepare the revenue and expense vouchers.
  6. To prepare the respective treasury reports for the Executive Board, General Meeting and Statutory Auditor.
  7. To present the financial statements when requested by the Statutory Auditor.
  8. To present the semi-annual balances.
  1. To manage the Association’s inventories.
  2. To open the Association’s bank accounts together with the President, Vice President and Secretary of the Executive Board.
  3. To be responsible for the custody of the Association’s securities, credit instruments and negotiable instruments.
  4. To pay the taxes and financial obligations owed by the Association tothe national and district treasuries.
  5. The other functions derived from the nature of the position.

ARTICLE 32: Member-at-Large of the Executive Board. The functions of the Member-at-Large shall be:

  1. To exercise the general functions of the members of the Executive Board.
  2. To exercise the functions assigned to him/her by the Executive Board.

CHAPTER VII
ASSETS OF THE ASSOCIATION

ARTICLE 33: Assets. The assets of the Associations shall consist of:

  1. The contributions and dues of the Members.
  2. The contributions and dues of the chapters.
  3. The property acquired directly by the Association.
  4. The money or property acquired by gift from its Members or third parties.
  5. The financial returns obtained on investments.
  6. The money obtained from workshops, seminars, conferences, meetings, publications and other activities performed by the ACTI.

ARTICLE 34: The Association’s assets may not be used for any purpose other than those expressed in the objectives of the ACTI.

CHAPTER VIII
STATUTORY AUDITOR AND HIS/HER FUNCTIONS

ARTICLE 35: Statutory Auditor. The General Meeting shall appoint a Statutory Auditor for periods of two (2) years, if and only if required by the Association’s financial movements

ARTICLE 36: Functions of the Statutory Auditor. The Statutory Auditor shall have the following functions, in accordance with the provisions of Article 207 of the Code of Commerce:

  1. To ensure that the transactions performed on behalf of the Association comply with the prescriptions of the Bylaws and the decisions of the Executive Board.
  2. To give a timely account to the General Meeting, the Executive Board or the President of the Association, as the case may be, of any irregularities that occur in the functioning of the Association and the development of its operations.
  3. To collaborate with the government agencies that exercise inspection and oversight control of trade associations, and to render the reports that are required or requested.
  4. To ensure that the Association’s accounting books are regularly maintained, by imparting the necessary instructions for such purpose.
  5. To assiduously inspect the assets of the Association, and ensure the timely implementation of measures necessary for the conservation or security of the same and of the assets in its custody or possession for any reason.
  6. To impart the instructions, conduct the inspections and request the reports that are necessary to establish permanent control over the Association’s assets and securities.
  7. To authorize with his/her signature any financial statement, with his/her corresponding opinion or report.
  8. To convene an extraordinary General Meeting when he/she deems it necessary.
  9. To comply with the other functions assigned by the law or the Bylaws, and those functions compatible with the foregoing that are entrusted to him/her by the General Meeting.

CHAPTER IX
DISSOLUTION, LIQUIDATION AND SURPLUS