Constitution

Statutes of the European Forum of Sign Language Interpreters

Download efsli Constitution here >>>  efsli constitution 2010

Article 1 – Organisation

Section 1. Name and Legal seat

1.1.1.    NAME – The international non-profit association will be named “European Forum of Sign Language Interpreters”, in short “efsli”.

1.1.2.     LEGAL SEAT – The legal seat of efsli is to be established in Belgium at the following address: Wetstraat 26/15, 1040 Brussels. It can be transferred to any other location in Belgium by sole decision of the Board and ratified by the General Meeting. This decision shall be published within one month in the Annexes to the Belgian Official Journal (Belgisch Staatsblad/Moniteur Belge).

1.1.3.     MAILING ADDRESS – The mailing address of efsli is stated in the Internal Rules of efsli.

1.1.4.     GUIDELINES – efsli is regulated by the present Constitution, Internal Rules and other guidelines approved by its Annual General Meeting (AGM) and/or Board.

Article 2 – Aim and objective

Section 1. Aim

2.1.1       AIM – The aim of efsli shall be to promote knowledge and exchange of information and experience in professional Sign Language Interpreting.

Section 2. Objectives

2.2.1.     OBJECTIVES – efsli will adopt the following objectives to further the above aim:

a) to encourage and promote deliberation on and mutual exchange of information about the processes involved in interpreting and the requirements for interpreting service delivery in European countries;

b) to encourage and promote scientific and pedagogical initiatives that improve standards of Sign Language Interpreting and Interpreter Education and Training;

c) to provide advice and support to Sign Language Interpreters, Interpreter trainees, Interpreter trainers, and users and providers of Interpreting services;

d)to do all such things that further the aims of efsli.

2.2.2.     ADDITIONAL OBJECTIVES – The above objectives are to be considered crucial for the advancement of high quality professional Sign Language Interpreting and are expected to be reflected in the following additional objectives:

a) to secure and retain official recognition of the profession of Sign language interpreters;

b) to represent the interests of the profession of Sign Language interpreters to appropriate bodies.

Article 3 – Membership

Section 1. Membership

3.1.1.    CATEGORIES – There shall be three (3) membership categories:

a) Full Member;

b) Associate Member;

c) Individual Member.

3.1.2.     ADMISSION – Membership in all categories shall be admitted by application to the Board according to procedures, which the Board shall determine in the Internal Rules. All decisions on membership for all categories shall be ratified by the General Assembly. All applicants for Full and Associate Membership should be legally established in their respective countries.

3.1.3.     FULL MEMBERS – Full membership will be open to the formally constituted National Associations of Sign Language Interpreters of each European country, having incorporation status or legal personality where required by national law of that country. Each full member will elect two (2) representatives to attend meetings on its behalf. The names of such representatives will be formally notified to the Board at least twelve (12) weeks prior to the AGM. They shall have voting rights.

3.1.4.     ASSOCIATE MEMBERS – Associate membership shall be open to other organisations with legal personality that subscribe to the aim and objectives of efsli. Such members may participate in meetings but shall have no voting rights.

3.1.5.     INDIVIDUAL MEMBERS – Individual membership shall be open to those who are Sign Language Interpreters, and other interested persons who subscribe to the aim and objectives of efsli. Such members may participate in meetings but shall have no voting rights.

Section 2. Withdrawal

3.2.1.     WITHDRAWAL – Any member may withdraw from efsli at any time by registered letter containing a notice of resignation to the Board. The withdrawal shall come into effect after three (3) months of the date of the registered letter. The member shall, however, be obliged to the payment of all due fees for the year in which the withdrawal is submitted.

Section 3. Rights

3.3.1.     CLAIMS – No member of whatever category at whatever point in time, can claim and/or exercise any rights whatsoever on the assets of efsli.

Article 4 – Organisation

Section 1. The Annual General Meeting

4.1.1.       COMPETENCES – The Annual General Meeting (“AGM”) of Full Members shall have the following exclusive authority:

a) to approve the annual budgets and accounts;

b) to consider and vote on all submitted motions;

c) to appoint and dismiss Board members;

d) to expel non-paying Members from efsli;

e) to amend the Articles of association;

f) to dissolve and liquidate efsli.

4.1.2. AGM – The AGM shall take place once a year, convened by a letter from the President of efsli at a venue to be agreed upon by the Board. A letter of invitation and agenda for the meeting will be sent to Full, Associate and Individual Members at least eight (8) weeks prior to the date of the AGM. The AGM will be chaired by the President of efsli or, in the event of his/her absence, by a Board Member nominated by the Board. The AGM can also be chaired by an appointed external chairperson, approved before the start of the AGM by the full members.

4.1.3. EXTRAORDINARY MEETING – Extraordinary meetings may be called by the President after consultation with other Board Members or at the request of a minimum of two-thirds (2/3) of the Full Members. Such meetings shall require advance notice of at least twelve (12) weeks.

4.1.4. Motions – Motions to be considered by the AGM shall be submitted to the Board at least twelve (12) weeks before the AGM date. Draft motions received by the Board shall be circulated to the membership at least eight (8) weeks before the AGM date.

4.1.5. QUORUM – The quorum for the AGM shall always comprise at least half of those entitled to vote, except for proposals for amendments in the Articles of Association or for the dissolution of efsli. By entitled we mean those registered representatives of the Full Member organisations physically present at the AGM and in good standing (see article 8.3 of the Internal Rules), as well as Postal Votes (see article 14.7 of the Internal Rules) of Full Members in good standing and Proxy Votes (See article 14.7 of the Internal Rules) of Full Members in good standing.

4.1.6. VOTE – Each Full Member is entitled to two (2) votes at the AGM. All questions/matters, except proposals for amendments in the Articles of Association or for the dissolution of efsli, may be decided by a simple majority vote. The expulsion of non-paying members shall be decided by a two-thirds (2/3) majority vote.

4.1.7. MINUTES – Minutes of every AGM are drawn up by the secretary or the Board Member or appointed person designated by the President at the start of the Meeting, and signed by such secretary or person and the President. The minutes are kept in a separate binder, where they remain at the disposal of all Members. And will be distributed to all full members within 6 months after the AGM. Third parties wishing to consult the minutes must address a request to the Board who shall decide to allow the request or not.

Section 2. The Board

4.2.1.     MEMBERS AND FUNCTIONS – The Board shall consist of minimum four (4) members: a President, Vice-President, Secretary and Treasurer. The maximum number of board members will be determined by the internal rules.

4.2.2.     ALLOCATION OF FUNCTIONS – The Full Members present at the AGM will elect the President. The Board shall appoint the Vice-President, Secretary and the Treasurer among themselves by consensus.

4.2.3.     NOMINATIONS – Each Full Member has the right to nominate one (1) candidate for the Board. These nominations shall be received by the current Board no later than 28 weeks prior to the AGM and be accompanied by a curriculum vitae and a signed acceptance of nomination by the nominee and the NASLI president. All nominations received will be circulated to all Members 20 weeks prior to the date of the AGM.

4.2.4.      Should a country’s official representative be elected to the Board, the country will be entitled to another representative for the following AGM.

4.2.5.     The Board will be expected to give priority to the needs of the European Forum of Sign Language Interpreters as a whole compared to the needs of one full member organisation.

4.2.6.     TERMS – The Board is elected for a period of three (3) years. (In first instance the President and one Board Member shall be elected for 3 years, and the two other Board Members shall be elected for 2 years, and then subsequently for 3 years). The President and the Board Members may be re-elected in the same role only for two (2) consecutive terms.

4.2.7.     RESIGNATION – Any Board Member can hand in its resignation by sending a registered letter. His resignation will take effect, one month after the date of sending of the registered letter.
4.2.8.     REPLACEMENT – Should a vacancy occur in the Board, he or she will be replaced at the discretion of the Board. In the event of the office of the President becoming vacant, the position will automatically be filled by the Vice-President till the election of a new president.

4.2.9.     MEETINGS – The Board will meet at least twice a year. The meetings of the Board shall be held at a place mentioned on the invitation. The President shall call such meetings. This call shall be accompanied by a proposed draft Agenda that shall be submitted to all Board Members.

4.2.10.COMPETENCES – The Board has all competences which are not exclusively granted to the AGM. The Board leads the organisation, reviews actions and makes decisions between AGMs and implements policies approved by the AGM. To achieve this, the Board may set up working groups or delegate tasks to one or several persons who will report on their activities to the Board on a regular basis so that their activities may be evaluated.

4.2.11. BUDGET & ACCOUNTS –The Board will submit a budget to the AGM and upon request of the efsli full members at the AGM a statement of independently audited accounts to the following AGM.

4.2.12.INTERNAL RULES – The Board has the authority to issue and revise Internal Rules within the limitations of the Articles of Association. A copy of the Internal Rules, including revisions, shall be sent to all Members.

4.2.13.QUORUM – The quorum for the Board shall always comprise at least half of those Members elected to the Board by the AGM.

4.2.14.VOTE – A Board decision shall be taken by a simple majority of votes. However, with regard to Article 5.1.1.c), the Board shall decide unanimously. In the event of a tie, the President has the casting vote, in addition to his/her own vote.

4.2.15.MINUTES – Minutes of every Board meeting are drawn up by the Secretary or the Board Member designated by the President at the start of the Meeting, and signed by such Secretary or person and the President. The minutes are kept in a separate binder, where they remain at the disposal of all Members.

Section 3 – representation of efsli 

4.3.1.     BINDING ACTS – All legal acts which bind efsli shall, in the absence of a special proxy, be signed by the President, the Vice-President or the Treasurer, each acting individually.

4.3.2.     SPECIFIC MANDATES – The Board may decide to grant specific mandates to one or more Board members or even third persons, in order to represent efsli in one or more specific undertaking(s).

4.3.3.     LEGAL REPRESENTATION – The Board shall act on behalf of efsli as plaintiff or defendant in law suits and shall to this end be represented by the President or by the Board Member appointed by the Board for this purpose.

4.3.4.     LIMITATION OF RESPONSIBILITY – The President and the Board should not be considered responsible for any legal matter or financial loss if not legally proven guilty.

Article 5 – finances

Section 1. Sources of income

5.1.1.     SOURCES – The sources of income for efsli shall be:

a) Regular membership fees;

b) Subsidies, grants, gifts, contributions, donations, legacies and other provisions of wills and testaments given to support either the general aims or a specific purpose of efsli;

c) Bank loans duly authorised by the Board (see Article 4.2.13); and

d) Monies acquired by any other means not in violation of the law.

5.1.2.     MEMBERSHIP FEES – The categories and amounts of membership fees, shall be determined by the AGM and listed in the Internal Rules. Each Member is required to pay the annual fee by the date specified in the Internal Rules in order to remain a member in good standing.

5.1.3.     NON-PAYMENT – Members failing to pay regular fees without any valid reasons shall automatically lose all privileges set out in the Articles of association and Internal Rules and may, by decision of the board, be expelled from efsli.

Section 2. Accounting year

5.2.1.     START & END – The start and end of the accounting year for efsli shall be laid down in the Internal Rules.

Article 6 – Amendment and dissolution

Section 1. Amendment

6.1.1.     AMENDMENTS – The AGM may review and take action on proposed amendments to the current Articles of association only at an AGM. (See Internal Rules)

6.1.2.     PROPOSALS – Any proposal for amendments to the Articles of association can emanate from the Board or from at least two Full Members. The draft of the amendment will be put on the agenda together with the Board recommendations and added to the invitation to the AGM, following the procedure set out in Article 4.1.2.

6.1.3.     QUORUM & VOTE – A two-thirds (2/3) majority vote by those entitled to vote is required for approval of proposed amendments and the quorum shall always comprise of two-thirds (2/3) of those entitled to vote.

Section 2. Dissolution

6.2.1.     PROPOSALS – Proposals regarding the dissolution of efsli shall be submitted by either the Board or the majority of Full Members in good standing at the AGM.

6.2.2.     EXTRAORDINARY MEETING – Voting on such proposal shall be done at an Extraordinary Meeting.
6.2.3.     QUORUM & VOTE – The quorum shall always comprise of two-thirds (2/3) of those entitled to vote. Approval for dissolution shall require a unanimous vote.

6.2.4.     ASSETS – In the event of dissolution, the Extraordinary Meeting shall decide that the assets, including any funds, held by efsli shall be awarded to another named non-profit organisation having a similar or related aim, i.e. being involved in the field of Sign Language Interpreting, and operating in Europe.

Article 7 – general terms

Section 1. Applicable law and legal text

7.1.1.     APPLICABLE LAW – Aspects which are not foreseen in the present Articles of association, and more particularly as published in the Annexes to the Belgian Official Journal (Belgisch Staatsblad/Moniteur Belge), will be dealt with in accordance with Belgian law, including the Act of 27.06.1921, as amended by the Acts of 02.05.2002, 16.01.2003, 22.12.2003, 9.07.2004 and 27.12.2004.

7.1.2.     LEGAL TEXT – The Dutch version is the legal text.

Section 2. Interpretation of articles of association

7.2.1.     INTERPRETATION OF THE MEANING – In case of differences as to the interpretation of the Articles of association, the Board has the competence to arbitrate.

* * *

* *

As amended and adopted by the Full members of efsli, present at the efsli General Assembly in Glasgow, UK on 10 September 2010.
Done in as many originals as there are full members in attendance
In Glasgow, UK
On 10/09/2010