Articles of Association of the Southeast Asia Association of Professional Translators and Interpreters B.E. 2564
Articles of Association of
the Southeast Asia Association of Professional Translators and Interpreters, B.E. 2564
Section 1
General Provision
Article 1 The Thai of the association is สมาคมวิชาชีพนักแปลและล่ามแห่งเอเชียตะวันออกเฉียงใต้ with the abbreviation ส.ป.ล.อ., and the English name is the Southeast Asian Association for Professional Translators and Interpreters" with the abbreviation SEAProTI.
Article 2 The symbol of the Association features the scales of justice symbolizing justice and impartiality. The two Aesculapian snakes entwined the staff of the scales of justice while they were communicating with each other in different languages. The snakes symbolize medicine. That both snakes entwined the staff of the scales of justice relates to the event that Hermes witnessed a dispute between the two snakes, and he then attempted to mediate by touching both serpents with his Caduceus. As a result, the Caduceus signifies peace, negotiation, and conciliation as shown in the picture below.
Article 3 The headquarters of the Association is located in Phahol 19 Building, No. 1687/1 Phahonyothin Road, Chatuchak, Chatuchak, Bangkok, 10900 Thailand.
Article 4 Objectives of the Association:
4.1 Be a center for professional translators and interpreters to build legal and medical translation and interpretation knowledge.
4.2 Provide advice and knowledge regarding legal and medical translation and interpretation to our members through related seminars, workshops, and meetings.
4.3 Raise professional standards and promote the roles of the translator and interpreter members to be on par with those of international practitioners.
4.4 Empower our members through continuing professional development (CPD) programs.
4.5 Certify the quality of our professional members in line with SEAProti’s Peer Certification system.
4.6 Collaborate and reciprocate benefits among public and private organizations with local and international domiciles that operate their affairs regarding legal and medical translation and interpretation.
4.7 Provide advice regarding translation laws and guidance to our members and the public.
Promote our Code of Conduct and Ethics that our members uphold and strictly follow.
4.8 Refrain from all political matters.
Section 2
Members
Article 5 Types of members in the association:
5.1 Ordinary Members refer to those practitioners whose nationality is Thai or those with other nationalities and who have a profession as a translator by title, translation certification provider, or interpreter by title. The practitioners are well-recruited and trained to become certified professional members.
5.2 Extraordinary Members refer to those certified practitioners by title whose domicile and current residence are not in Thailand.
5.6 Honorary Members refer to those bestowed on persons or organizations that have provided donations, moral, and academic support towards realizing the objectives of the Association
Article 6 Members qualifications:
6.1 Be a practitioner with the age of majority
6.2 Be a professional practitioner
6.3 Must not have stigmatized disease
6.4 Must not have been found guilty of bankruptcy fraud or convicted of incompetency or quasi-incompetency or sentenced to imprisonment, except for the offense of negligence or a petty penalty that is finalized by the court of law. Such circumstances shall take place during the time of application for membership or during the membership of the association.
Article 7 Registration fee and annual membership fee:
Ordinary members are required to pay a registration fee and an annual membership fee of 500 baht. Practitioners who wish to apply for membership shall fill out an online application form or application documents provided by the Association. Submission of membership application requires the applicants to include their personal identification number along with proof of membership payment. Membership will be completed only when the registrar approves it.
Honorary Members shall not pay the registration fee or annual membership fee in any way. Donations to the Association can be made at will by the members.
Article 8 Applying for Association Membership
Practitioners who wish to apply for association membership shall submit the completed application form to the secretary-general with at least one ordinary member certification. Moreover, the Association’s secretary shall post the list of applicants at the Association's office in a manner of being visible to the public for at least 15 days in order to allow other members of the Association to give a comment, to object, or to accept the application. When the announcement is due, the secretary shall bring forth the applications and the objection letters, if any, to the meeting of the Board of Trustees to determine whether the applications are accepted or rejected. The secretary shall as soon as possible inform the applicants of the Board of Trustees’ decisions once the decisions are made.
Article 9 Where the board of Trustees approves the membership of the applicants, the applicant then pays the registration fee and annual membership fee within 30 days from the date of notification from the secretary. The membership of the applicant shall come into effect from the date that the payment of the fee is made. When the applicant fails to pay the fee within the period prescribed in this Articles of Association, the application is deemed canceled.
Article 10 Membership of Honorary Members shall come into effect from the date that their acceptance letters are issued in accordance with the resolution of the Board of Trustees inviting them to be members of the Association arrive at the Association.
Article 11 Membership shall be terminated for the following reasons:
11.1 Death
11.2 Resignation by submitting a written letter to the board of Trustees and the board approves, provided that any repayment is settled with the Association
11.3 Being disqualified by the board of Trustees
11.4 The board of Trustees at the annual general meeting decides that a member be removed from the Register for the conduct of the member damaging the reputation of the Association.
Article 12 Rights and duties of members
12.1 Gain equal access to the premises of the association
12.2 Express opinions on the association's affairs to the board of Trustees
12.3 Gain access to various welfare and benefits provided by the Association
12.4 Attend the Association's general meeting
12.5 Vote or get elected or appointed as a trustee of the Association and vote on various resolutions at the meeting. Each person has one vote.
12.6 Request to the Board of Trustees to inspect the documents and accounting of the Association's assets
12.7 Jointly sign at least one-third of all ordinary members requesting the board of Trustees to hold an extraordinary general meeting
12.8 Strictly comply with the rules and regulations of the Association
12.9 Conduct themselves professionally to uphold the honor of being a member of the Association
12.10 Collaborate and support the activities of the Association
12.11 Participate in activities organized by the Association
12.12 Improve the visibility and reputation of the Association to the public
Section 3
Association Actions
Article 13 At least five Trustees and charter members, not exceeding 13, as the board of Trustees, are appointed to operate the Association. The board of Trustees shall comprise ordinary members elected at the general meeting of the Association. Among those elected at the general meeting, one shall be appointed as president and another one shall be appointed as a vice president. Other positions shall be appointed by the president of the Association. Each position is established with the following duties:
"President" manages the association's affairs and represents the association when collaborating with external parties. The president also chairs the board meetings and general meetings of the Association.
"Vice Presidents" assist the president in managing the association's affairs. Where the president is absent or unable to perform duties, the vice presidents shall act on behalf of the president, or other vice presidents in line of command shall act on behalf of any absentee.
"Secretaries-general" are responsible for all administrative tasks of the association. They are the chiefs of staff of the Association and assist the president in administrative tasks. They also serve as secretaries in various meetings of the Association.
"Treasurer" is responsible for all financial matters of the Association. They manage the revenue and expense accounting of the Association and collect related documents for inspection.
"Editor" prepares publications of the association including books, newsletters, and journals.
"Registrar" involves the registration of all members, including collaborating with the treasurers in collecting related membership fees.
"Public Relations Officer" disseminates news of the affairs and reputation of the association to members and the public.
"Working Committee" is appointed as deemed appropriate by the board of Trustees. The number of committees shall not exceed the number of ordinary members, as prescribed by the Articles of Association. Where the working committees are appointed without titles; however, they shall serve the Association as assistants for ad hoc assignments.
Article 14 Each board of Trustees shall hold office for a term of four years. Once their term expires and the announcement of the new board is not yet made in the Royal Gazette, the incumbent board shall act as an interim and continue the affairs of the association until the new board is announced in the Royal Gazette. Once the Royal Gazette announces the new board, the interim shall transfer their remaining works to the new board within 14 days from the date the new board is announced in the Royal Gazette.
Article 15 Any vacancy occurring in the Board of Trustees prior to the expiration of the term may be filled by an ordinary member who shall be appointed by the Board of Trustees as deemed appropriate to fulfill the vacancy. Appointment to any vacancy shall be only for the unexpired term of the predecessor. Where the position of president is vacant, the incumbent board of Trustees shall appoint a president among the members.
Article 16 Trustees may be removed from their positions prior to the expiry of their terms for the following reasons:
16.1 Death
16.2 Resignation
16.3 Loss of qualification and disqualification under the applicable law
16.4 Removal by passing a resolution at the general meeting
16.5 Inappropriate conduct that causes damage, and as a result, the Trustees are dismissed in accordance with the resolution of the incumbent board of Trustees with the vote of not less than three-fourths majority.
Article 17 A Trustee can resign from their post by submitting a resignation letter to the board of Trustees, and the resignation shall be effective in accordance with the resolution of the Board of Trustees.
Article 18 The Authority and Duties of the Board of Trustees
18.1 The Board of Trustees has the authority to make rules and policies and revise existing ones for members to follow. The rules and policies shall not contradict this Articles of Association.
18.2 The Board of Trustees has the authority to appoint and remove working members of the Association.
18.3 The Board of Trustees has the authority to appoint an advisory board or working committee, but they shall be able to maintain their positions for not exceeding the term of the Board of Trustees who appointed them.
18.4 The Board of Trustees has the authority to convene an annual general meeting and extraordinary general meetings.
18.5 The Board of Trustees has the authority to appoint Trustees with more titles that are not prescribed in this Articles of Association.
18.6 Has the authority to manage the affairs and operate the association in order to meet the objectives of the association as well as having the authority prescribed in this Articles of Association.
18.7 The board of Trustees is responsible for all affairs including finances and assets of the association.
18.8 The Board of Trustees is responsible for organizing extraordinary general meetings, requested by one-third of ordinary members who sign up to request the meeting. In this regard, the meeting shall be convened within 30 days from the date the request is made.
18.9 The Board of Trustees has the duty to accurately prepare various documentary evidence regarding finance, property, and activities of the association in accordance with the academic principles and they can be inspected by members upon request.
18.10 The board secretary shall prepare the meeting minutes of the association to be kept as evidence and delivered to members.
18.11 Other duties as prescribed in this Articles of Association.
Article 19 The board of Trustees shall hold at least one meeting to discuss the operation of the association.
Article 20 At least half of all members of the board of Trustees shall attend the meetings to institute a quorum. Decisions at the meeting shall be made by the majority vote unless otherwise provided in this Articles of Association. In the case of an equality of votes, the chairperson of the meeting is entitled to finalize the decisions.
Article 21 In case of absence of the president or vice president, the Trustees who attend a meeting shall elect one among the attending Trustees to act as the chairperson of that meeting.
Section 4
General Meeting
Article 22 General meetings of the association are as follows:
22.1 Ordinary General Meeting
22.2 Extraordinary General Meeting
Article 23 The board of Trustees shall convene an annual general meeting once a year.
Article 24 The board of Trustees, whenever they think fit, convene an extraordinary general meeting. The board makes a written response as to whether or not it agrees to convene such an extraordinary general meeting. Two-thirds of the members may sign their name in writing to call the meeting to the board of Trustees. The letter requesting the meeting shall include the meeting agenda.
When the Board of Trustees receives the letter, prescribed in Paragraph 1 of Article 24, the Board of Trustees shall convene the meeting, provided that it be held within 30 days from the date the request is received.
When the requested meeting is not convened within the period of time prescribed in Paragraph 2 of Article 24, the person who requested the meeting or other members composed of not less than the number of members prescribed in Paragraph 1 of Article 24 can convene such meeting.
Article 25 The secretary of the association shall submit the written notices of the meetings to the members not less than seven days prior to the date of the meeting. The notices shall include accurate information on the date, time, and meeting venue. The meeting shall also be announced at the premises of the association not less than seven days prior to the date of the meeting, or alternatively published in a local newspaper at least twice and not less than seven days prior to the date of the meeting.
Article 26 The Annual General Meeting shall include at least the following items:
26.1 Declaration of year-end performance of the Association
26.2 Declaration of the balance sheet and statement of loss and profit
26.3 Election of a new Board of Trustees when the term expires
26.4 Appointment of auditors
26.5 Update membership database at the most recent number
26.6 Others (if any)
Article 27 An Annual General Meeting or an Extraordinary General Meeting shall be attended by at least half of ordinary members to constitute a quorum. In the event that the number of members present at a meeting is still not enough to form a quorum as required if such a Meeting is requested by members, such meeting shall be canceled. If the Meeting is requested by the board of Trustees, the meeting shall be called for again, and in the latter case, the meeting shall be convened within 14 days from the date of the first meeting. In the subsequent meeting, no quorum is required.
Article 28 Resolutions at the meetings shall be valid by a majority vote unless otherwise prescribed in this Articles of Association. In case of an equality of votes, the chairperson of the meeting is entitled to finalize the resolutions.
Article 29 Where the president and vice president do not attend the General Meeting of the Association, or they are unable to perform their duties, the meeting shall appoint one of the Trustees present at the meeting to act as the chairperson of that meeting.
Section 5
Finance and Assets
Article 30 All finances and assets are under the responsibility of the board of Trustees. Cash, if any, shall be deposited in a bank that the government guarantees on behalf of the association as the board deems appropriate.
Article 31 Bills or cheques of the association are deemed valid, provided that the signatures on them shall be provided by either the president of the association or an authorized person to sign along with the signatures of the treasurer or the secretary-general.
Article 32 The president shall have the power to order the payment in the amount of not more than 50,000 baht (fifty thousand baht) at a time. When the amount exceeds the aforementioned, it shall be approved by the board of Trustees to pay the amount not exceeding 100,000 baht (one hundred thousand baht) at a time. When the amount needed exceeds 100,000 baht, it should be approved at a general meeting.
Article 33 The treasurer shall have the power to hold the association's cash at the amount not exceeding 500,000 baht (five hundred thousand baht). Any amount exceeding that shall be deposited in the bank account of the association as soon as the opportunity permits.
Article 34 The treasurer shall accurately keep the accounts of profit and loss, and the balance sheet according to academic principles. Every income or expense shall be incurred with written evidence, signed by either the president or a joint authorized representative along with the signature of the treasurer or an authorized representative with the seal of the association affixed.
Article 35 The auditor shall not be a Trustee, staff, employee, or officer holding a position in the association. He or she shall be a licensed auditor.
Article 36 The auditor has the power to request documents relating to finance and assets from the board of Trustees and can invite the Trustees or the association's staff to inquire about the accounts and assets of the association.
Article 37 The board of Trustees shall cooperate with the auditor upon request.
Section 6
Amendment of the Articles of Association and Dissociation
Article 38 The Articles of Association can only be amended by a resolution at the general meeting. And not less than half of all ordinary members shall attend the meeting to constitute the quorum. Only the vote from not less than two-thirds of all ordinary members attending the meeting is valid for the Articles of Association to be amended.
Article 39 The Association can be dissociated by the resolution made by the general meeting unless the dissociation occurs due to legal reasons. The resolution for the dissociation shall be passed by a vote of not less than three-fourths of all ordinary members attending the meeting. And the quorum shall not be constituted by the number not less than half of all ordinary members.
Article 40 Where the dissociation becomes necessary for any reason, the remaining assets of the Association after liquidation shall be given to charity.
Section 7
Miscellaneous
Article 41 Where the Articles of Association require interpretation in case of doubt, the majority vote at a general meeting shall finalize the decision.
Article 42 Where any subject matter does not exist in this Articles of Association, the provisions on associations prescribed in the Civil and Commercial Code of the Kingdom of Thailand shall be applicable. Where any Articles contradict the Code, the Civil and Commercial Code shall prevail.
Article 43 The Association must not seek benefits to be shared or for any person in addition to carrying out the objectives of the association itself.
Section 8
Transitory Provisions
Article 44 This Articles of Association shall come into force from the date on which the association is registered as a juristic person.
Article 45 As the association is registered as a juristic person, all chartered members shall be deemed ordinary members, and the membership of the members comes into effect from the date of registration onwards.
Wanitcha Sumanat (Content Provider)
President
Chakatnit Chunnaphat (Typist)
Trustees and Secretary-General
5 August 2021