Bylaws and Memorandum of Association

A free Association, unincorporated, non-profit, autonomous and non-political, named TradInFo is hereby established.
The Association has democratic structure and contents and its activity is in compliance with its democratic principles and selectivity and voluntary principles of the membership fees.
The Association is governed by this Statute and, even if not foreseen, by the internal Regulation of its own application (following the Internal Regulation).

The Association’s head office is in Forlì, at Via Ravegnana no. 220.
The change of the seat in the same municipality does not change the Statute and can be deliberated by the Steering Committee and promptly communicated  to the relevant bodies by the President in charge.
Under the decision of the Steering Committee, territorial sections and/or branches, and/or a separated displacement of the offices and/or the organs of the Association both in Italy and abroad could be founded, both through Association’s articles, and through agreements with other bodies or entities, formed specially if possible.

The association is created for an indeterminate duration.

The Association has the following objectives:

1. promote and safeguard professionals, the translator and interpreter’s interests, conditions and work performance both in the public and private domain;
2. develop the professional consciousness of its members, collaboration and relationship among colleagues, customers and institutions;
3. promote and organize activities that improve training quality, the professional profile of all members and the respect of ethics;
4. facilitate professional access through the training of student members;
5. promote the permanent training of full members and define schedules for professional refresher courses on a regular basis; provide adequate tools to ascertain the fulfillment, by members, of the obligation of professional training; adopt a code of conduct according to art. 27-bis of Consumer Code, in accordance with Legislative Decree 6 September 2005, n. 206; monitor members’ professional conduct and establish alongside the Internal Regulation any disciplinary sanctions to impose to the same members for the violations of the same code;
6. stipulate a guarantee, for full members’ needs, of an appropriate professional insurance for civil responsibility in the exercise of the profession by the members.
7. define qualitative and professional qualification standards that full members have to respect in the exercise of the profession in order to remain in the Association; periodically check of the requirements of every one of the members to maintain their status.
8. publish and update in the website all useful information for the client, following the principles of fairness, transparency and truthfulness.
9. guarantee the client’s protection, including a direct channel with the main consumer, which the client can contact in case of dispute with the single professional, other than obtaining information about the professional activity.

To reach these goals, the Association, for communicative purposes, can organize conventions, seminars, study meetings, professional education courses, on issues and other topics connected to the professional activity of the interpreter and translator.
In order to provide the said services, the Association can make use of researchers and external consultants. With regard to the interdisciplinary nature of some subjects and topics such as divulgation and study objects, the association can make use of the collaboration of professionals from other categories.
The training activities of the Association can also be addressed to non-members of the Association, as long as they are for the members, and these have priority over non-members.
In relation to Statute purposes, the Association can perform its activity in collaboration with any other public or private institution or can join other institutions and/or associations.
Any other commercial activity is not allowed.

Members have the same rights as regards electing and being elected, participation in the ordinary and extraordinary General Meeting and right to appeal to the members’ resolution.
The members are divided into two categories:

Full member: the person who, as a freelancer or employee, exercises exclusive professional activity or in any case main professional activity as interpreter and translator, and having been awarded:
– Four-year college degree (old regulation) or specialized/Master’s degrees (new regulation) from the School of Languages and Literature, Interpreters and Translation (SLLTI) in Forlì or Department of Legal, Language, Interpreting and Translation Studies (IUSLIT) in Trieste;
– an equivalent qualification and the demonstration of a proved and significant professional experience as an interpreter or a translator.

Student member: the graduate student following the specialized degree from the SLLTI in Forlì or IUSLIT in Trieste, with no professional experience. Can have discounts and/or facilitation in the fruition of specific educational activities provided by the Association as established by the Internal Regulations.

The number of members is unlimited.
All people, Italians or foreigners, residents or non-residents in the State, who share the purposes and goals of the Association can become a member of the Association, and are able to contribute in the achievement of the goals, as long as they fulfill the admission requirements.
Those who have been excluded or expelled from other professional associations for ethical reasons cannot be part of the Association.
For admission as full member or student member of the Association, the relevant form must be filled out on paper (not subject to stamp duty) and sent to the Steering Committee, including all personal information. The declaration must specify:

• wish to participate to the association;
• complete and unconditional acceptance of the Statute, Charter and Internal Regulation;
• acceptance of the activities, finalities and methods of the Association;
• not having been excluded or expelled from other professional associations for ethical reasons;
• not being subject to sentences that prejudice the development of the interpreter and/or translator;
• not being head of agencies providing translation/linguistic services.

The admission requests as student member must also be accompanied by the regular registration certificate to SLLTI in Forlì or IUSLIT in Trieste.

The admission requests as full member c must be also be accompanied:
– by the academic qualification (four-year college degree – old regulation – or specialized/Master’s degrees – new regulation – from the SLLTI in Forlì or IUSLIT in Trieste;
– an equivalent qualification and the demonstration of a proved and significant professional experience as interpreter or translator.

After graduating, the student member automatically loses the qualification of member of the category and can ask for transition as full member, sending to the Association the request and related documentation above.

Permanence in the full member category implies professional continuity and prevalence. Periodically, with the procedures established by the Internal Regulation, the social organs provide the verification of said qualification for permanence in the full member category, which, if missing, results in automatic disqualification of a member.
The application is evaluated following the opinion of the Professional Advancement Commission; the Steering Committee, who approves the outcome, communicating it to the applicant by post or e-mail.
The decision of the Steering Committee, to be motivated in case of rejection, is final.

The Board will review membership fees annually as part of the Association’s budgetary process.
The membership fee must be paid with the application of the current year and, for the following years, by the 31st December of the previous year.

Members who enroll in for the first time from 1st September have to pay the fee for the respective year with 50% off.

The Association of members can also establish extra contributions to be paid by full members for special purposes, important unforeseen events or to rectify a budget deficit.
The membership fee is non-transmissible to any other title.

Members have the right to:

• participate to the Assembly and vote for the approval and modification of the Statute, approval of the budget and election of social organs;
• to participate to the association life and social activities;
• To contribute with their own personal support and materials in the Association activities, with the possibility of obtaining a refund, if previously agreed with the competent positions.

All members have the duty of:

• observing the norms in the Statute, the Internal Regulation, the Charter and the governing bodies’ deliberations;
• paying to the Association the ordinary and/or extra fees within the prescribed time limits;
• taking care of their own professional advancement training
• adhering to the loyalty obligation of the colleagues and clients and to the decency of the fulfilment of the professional activity;
• maintaining professional secrecy;
• ensuring with their own commitment and behaviour the achievement of social purposes, participating actively to the association’s life;
• equipping themselves with updated tools for remote communication and association bodies.

The full members have the obligation of proceeding with the continuous refreshing as foreseen by the law n. 4/2013 containing “Provisions about Professions not organized in orders or registers”.
Failure to meet these obligations may lead to disciplinary penalties as foreseen by the Internal Regulation.

Membership is not transferable neither by an act inter vivos nor mortis causa, and is lost by transfer, by forfeiture in case of missing requirements on which basis the member was admitted, by failure to pay the membership fee within the prescribed time limits or by decision of exclusion by the General Meeting.

Every member is free to leave the Association in any moment; the withdrawal must be communicated to the Steering Committee and has immediate effect as soon as the Committee receives it. The member who withdraws has anyway the obligation of paying the membership fee for the current year and any overdue amount.
Failure to pay the membership fee within thirty days from the expiry date according to article 7 above implies automatic exclusion of the defaulting member, without the need for said order to comply or default notice. In case of failure to pay the membership fee, the member can be readmitted by the Steering Committee after payment of the fee and the possible overdue amount.

The quality of member is lost also by exclusion from two-thirds of the General Meeting of members, who recognize that the member’s behaviour goes against the purposes and spirit of the Association and duties of the members, also after the proposal of the Steering Committee, having consulted with the Ethical Standards Committee.

The loss of membership must be communicated to the party concerned by the Steering Committee to the listed address via registered letter with acknowledgement of receipt using PEC (certified email address).

The exclusion decision must be notified to the excluded member via registered letter with acknowledgement of receipt.

In every case of dissolution of the association relationship limited to one person, the latter will not be able to benefit of any right on the assets of the Association, nor refunds or compensations and grants paid into the Association’s treasury.

The mutual fund of the Association is constituted of:

1. full and extra membership fees paid by members, according to art. 7 of this Statute;
2. funds constituted by means of bequests, donations or loans;
3. contributions from corporations and public or private bodies.

This asset is exclusively for the correct operation of the Association, for the achievement of statutory purposes, for management expenses. Distribution during the term of the Association, under any form, of profits or operating surpluses, as well as funds, reserves and capital is expressly prohibited.

The common fund is indivisible for the entire duration of the Association.

The business period of the Association begins and ends respectively on January 1st and December 31st of each year.
Within sixty days from the end of each business year, the Board of Directors, based on instructions from the Treasurer, will prepare the final balance sheet that represents the financial statement of assets and liabilities and the budget for the subsequent year.

The financial statements must be approved by the Assembly of members by April 30 of each year. In the eight days preceding the Assembly, the Treasurer must keep the final report available to every member who requests a copy.

Bodies of the Association:

a) Members’ General Meeting;

b) Steering Committee;

c) Ethical Standards Commission;

d) Professional Advancement Board.

The offices referred to in letters b and c are elected by the members’ General Meeting; while the members of the Professional Advancement Board are appointed by Steering Committee, being established to support the Committee itself in pursuing the statutory purposes and in carrying out the tasks entrusted to it by the Statute.

All positions are not remunerated and can only be filled by members in good standing with the payment of the membership fee.
The members of the various bodies can only be refunded by the Association for expenses actually incurred for the activity performed, with supporting documentation and within the limits established in advance by the Steering Committee and approved by the members’ General Meeting.
The Association may, if necessary, hire staff, even among its members, to manage the Association and organize the activity. In any case, it is possible to pay a lump sum, and following the decision of Steering Committee, to managers and organizers of the Association’s activity and to those who carry out administrative, managerial and secretarial tasks, with the exception of those who hold corporate positions. These fees will be subject to detailed reporting and provided within the limits and methods of civil law and tax regulations in force.

The members’ General Meeting has the following tasks:

1. chooses the members of Steering Committee;
2. approves the final financial statements and the annual budget;
3. determines the amount of membership fees following a proposal by the Steering Committee;
4. decides on the reimbursement of expenses incurred by members of the bodies of the Association by reason of their office;
5. decides on the adoption of Internal Regulations implementing the Statute;
6. decides on amendments to the bylaws; on the proposals for exclusion of members, according to the criteria established in Art. 9 of the present Statute; on the dissolution and appointment of liquidators and on the devolution of the association assets.
7. it deliberates on all the other objects pertaining to the social management reserved to its competences from this statute or from the law or subjected to its examination by the Committee or by members.

The members are convened by Steering Committee for a General Meeting at least once a year to approve the financial statements, by means of a written communication sent to each member, in the following forms, at least 20 days before the date of the meeting.
The convocation notice must contain the agenda, time and place of the first and second calling and can be sent by post or electronic mail.
The Assembly must also be convened, exceptionally, by Steering Committee, in accordance with Art. 20 (twenty) of the Civil Code, following a motivated request signed by at least 1/10 (one tenth) of the members who must first indicate the topics to be included in the agenda.

All members who have paid the membership fee have the right to attend the meeting. All members have the right to vote.
Any members who are not able to attend may be represented in the Assembly by delegating in writing another member to participate in the General Meeting.
Each member can receive a maximum of three proxies.
The members of Steering Committee cannot be delegated in the case of resolutions approving the financial statements and those concerning the liability of committee members.
The proxies must be shown at the beginning of the Meeting to the President and attached to the minute of the Shareholders’ Meeting.
Proxies in original or sent by post, telegram, fax and certified e-mail (PEC) and ordinary e-mail are valid, either to the direct interested party or directly to the main office of the Association.

All ordinary and extraordinary General Meetings are validly constituted with the presence in first calling of half of the members and in seconding call regardless of the number of participants.
The General Meeting decides with a simple majority of votes. Steering Committee members cannot take part in votes concerning financial statement approval and their own liabilities.
In any case, for amendments to the Statute and for the exclusion of members, the General Meeting can validly decide with a majority of two thirds of those present. For the dissolution of the Association and the distribution of assets, consensus of at least three quarters of the members is required.
The President has the deciding vote in the event of a tie.

The General Meeting is presided over by the President of the Steering Committee and otherwise by the Vice President. In the absence of the latter, the Assembly shall elect a president of the Assembly by a simple majority. The Chair of the General Meeting appoints a Secretary.
It is up to the Chair of the General Meeting to ascertain the validity of proxies and in general the decision to allow members to vote in the General Meeting.
The normal procedure of vote is by a show of hands. A secret ballot will ensue for the election of the company offices or in case only one member requests it.
For the management of voting operations by secret ballot, the Assembly appoints a Teller. A report is drawn for the General Meetings which is signed by the Chair, Secretary and Teller if appointed.

The Steering Committee is made up of members elected by the General Meeting, a minimum of seven and a maximum of nine – by the previous General Meeting compared to the one called to appoint corporate offices.
At least two Committee members must have been full members of the Association for over three years.
The members with the highest number of votes will be declared elected and, in the event of a tie, the most senior members in the Association and, as alternative, by the oldest members.
The Steering Committee appoints, among its elected members, a President, Vice-President, Treasurer and Secretary.
The President and Vice President of Steering Committee must have been full members of the Association for at least three years.

The Steering Committee meets whenever the President or one of its members requests it and, in any case, at least twice a year, one of which to decide on the final budget balance and amount of the annual membership fee.
The invitations shall be sent by the President by means of a notice, with an indication of the agenda, time and place of the meeting, sent by post or electronic mail, at least three days before the meeting and, in urgent cases, by telegram or with notice delivered by hand or certified e-mail (PEC), at least one day before.
The decisions of the Committee are taken by open vote, by majority of those present who must constitute at least half of the members of the committee. In case of a tie, the vote of the President or of the deputy prevails.
The meetings of Steering Committee are presided over by the President or, in his absence, by the Vice President; in the absence of both by the most senior member among those present.
Persons outside of Steering Committee may be summoned to the meetings in their role as consultants for specific assignments received from the latter.
The report of the meetings of Steering Committee will be drawn up by the Secretary, which will be signed by the President and the Secretary.

The responsibilities of the Steering Committee are:

1. ensuring the proper functioning of the Association as well as its ordinary and extraordinary administration that are not reserved for the General Meeting by the law or by this Statute;
2. convening the General Meeting and implement its resolutions;
3. appointing the Professional Advancement Board;
4. preparing, upon indication of the Professional Advancement Board, an activity plan with training and refresher courses for all members as well as training programmes for the constant professional updating of full members, stating the relative costs;
5. drawing up the final and preliminary budgets to be submitted to the approval of the General Meeting;
6. providing for the drafting of the Code of Conduct and Internal Regulations to be submitted to the approval of the General Meeting and propose any updates or changes;
7. proposing to the General Meeting any amendments to the Statute;
8. deliberating on the admission of new members;
9. declaring the automatic loss of membership, if admission requirements are missing;
10. proceeding with the exclusion of the member in arrears with membership fee payments;
11. proposing to the General Meeting any membership exclusions;
12. deliberating on the issue of certification pursuant to art. 7 of Law 4/2013 to full members who request it, following a favourable opinion from the Professional Advancement Board which checks the requirements according to the criteria set out in the Internal Regulations;
13. deliberating on the participation of the Association in other associations, companies or organizations of any nature;
14. proceeding to staff and employee selection and their recruitment, determining their remuneration and dismissal as well as proceeding with the selection of collaborators with the role of coordinator, determining their remuneration;
15. electing from among its members or full members an alternate substitute until the next General Meeting in the event of dismissal or the impossibility of completing the assignment by one of the members of the Steering Committee,
16. setting the annual membership fee to be submitted to the approval of the General Meeting;
17. submitting to the approval of the General Meeting the dissolution of the Association.

The members of Steering Committee can be declared expired from office in the event of three consecutive unjustified absences from the meetings of the same.
The forfeiture is declared by the Members’ meeting, following the voting procedure referred to in Article 15, in which the interested party does not take part, which is only taken into consideration for the purposes of the constitutive quorum.

The President has the legal representation of the Association in relation to third parties and in court, as well as the company signature, and convenes and presides over the meetings. The President takes part in the social and institutional events of the Association. The President keeps an updated copy of the Association’s documents and performs all administrative functions, assisted by the members of Steering Committee.

The Vice-president takes the place of the President if the latter is absent. the Vice President attends social events and promotional activities of the Association.

The Secretary collects the proxies of the members during the Ordinary and Extraordinary General Meetings and draws up the report of the General Meetings of the Association and the meetings of Steering Committee. If necessary, the report can be written by another member of Steering Committee specifically appointed by the Board itself.

Takes care of the financial and accounting management of the association and reports to Steering Committee and General Meeting. Treasurers may avail themselves of consultants and auxiliary staff, setting payment terms with Steering Committee. The Treasurer prepares for the Steering Committee, within sixty days from the end of each financial year, the final balance sheet representing the financial statement of assets and liabilities and the estimate for the following year. The Treasurer manages collections and payments on behalf of the Association and drafts and sends the receipts; deposits the funds of the Association at a bank approved by the Steering Committee.
Keeps and updates the lists of members on the basis of payments of shares.

The Professional Development Board represents an authoritative subject able to guarantee the professional value of the activities carried out and proposed by the Association, with particular regard to the training courses proposed by the Association itself.
It has the following tasks:
– general advisory on training activities offered by the Association and for this purpose expressing opinions on issues submitted to it by the association bodies;
– collaborates, for the part of its competence, in the drafting of the Internal Regulations to be submitted for approval of the Assembly;
– proposes to Steering Committee an activity plan for training and advancement of all members, indicating the relative costs;
– proposes to Steering Committee training courses for the constant professional updating of full members, indicating the relative costs;
– checks the existence of the requirements for staying in the category “student member” and “full member”, according to the procedures established in the Internal Regulations;
– makes sure full members comply with the obligation of refresher training in accordance with the procedures established in the Internal Regulations;
– reports to Steering Committee and the Board of Arbitrators the cases of non-fulfillment, by full members, of the training obligation, for the purpose of adopting the appropriate disciplinary measures;
– checks the requirements for issuing the attestation pursuant to art. 7 of Law 4/2013, according to the criteria set out in the Internal Regulations.

It is made up of three members, appointed by the Steering Committee, also chosen among its members, who have been, for at least two years, full members of the Association and who have participated in at least three training days in the two previous years of Association.
The members of this Commission remain in office for two years and can be re-elected.

The Ethical Standards Commission is elected by the General Meeting and is composed of three members, elected among the full members of the Association and who have participated in at least three training days organized by the Association in the two previous years. The members elect the Chairman of the Commission from among them.
The Commission holds office for two years and its functions are extended up to the election of the next commission.
The task of the Commission is incompatible with other offices within the Association.
It meets every time one of the members requests it and deliberates by secret ballot.
Its resolutions are valid if adopted with the majority of the votes of those present and are taken without formalities, on the basis of fairness and common sense, after having heard the opinions of the parties, if appropriate.

It is up to the Ethical Standards Commission to:
a) monitor, on its own initiative (and not only on recommendation), the correct application of the norms in this Statute, the Internal Rules and the Code of Good Practice, reporting to the Steering Committee, any doubts, shortcomings, breaches or incorrect behaviour;
b) adopt disciplinary measures (written reminder, censorship and suspension) provided for in the Internal Regulations, in the event of violation of the rules and obligations referred to in this Statute, the Internal Regulations, the Code of Conduct with the exception of the sanction of exclusion, whose application is the responsibility of the Assembly pursuant to Article 9 above, upon proposal of Steering Committee, after consultation with the Ethical Standards Committee;
c) report to the Steering Committee on the necessity to exclude of a member for serious demerits;
d) carry out an advisory function whenever requested;
e) attempt to resolve any dispute between the Members, between the organs and between the organs and the members, concerning the Association, the purposes of the Association, the application and interpretation of the Statute, the activity, the management of the Association, shares and social contributions.

Full members can request the Association to issue a certificate pursuant to Law 4/2013. This certificate is valid for the period for which the professional is registered with the professional association that issues it and is renewed at each renewal of the enrollment for a corresponding period. The members who have the certificate will be able to indicate in the written documents not only their membership to TradInFo but also their possession of the certificate issued pursuant to art. 7 of the law 4/2013.

The dissolution of the Association may be requested:

1. by Steering Committee;

2. by a number of members who represent the absolute majority.
It is approved by the General Meeting with the favorable vote of at least three quarters of registered members, also represented by delegations. The Assembly itself will appoint one or more liquidators and establish their powers.
The Association’s assets will go to other non-profit charity organizations or of public utility, following the agreement of the regulatory body in art. 3, paragraph 190, of Law 23 December 1996 no. 662, unless the law states otherwise.

The present Statute is integral to a Regulation of the execution of the same.
The Association’s Code of Conduct is an integral part of this Statute.
All communications sent in writing, both by post and electronic mail, are to be considered valid. The contact details indicated by the members at the time of registration will be valid; the members are obliged to promptly communicate in writing any changes in the addresses to the President and to the Secretary.
For anything else not included in this Statute, the norms contained in the Civil Code apply.