STATUTES OF THE THREE SEAS WRITERS’ AND TRANSLATORS’ COUNCIL
PREAMBLE
The member
organisations of the Three Seas Writers’ and Translators’ Council:
= realizing
the commitment of writers and translators in the three seas’ area to
promote peace, democracy and freedom of expression,
= recognizing
the fundamental right to pursue the ideas of participatory
democracy,
= willing
to promote mutual understanding and respect for cultural diversity
in
accordance
with the Charter of UNESCO,
= noting
that due to historical and cultural diversity, possible differences
as to
the role
of the written word may occur,
= appreciating
the role of UNESCO and similar international organizations in
enhancing
the goals mentioned above,
= adhering
to the UN Charter of Human Rights,
Have agreed
on the following:
ARTICLE
1 ‑NAME
(a) A non profit civil company
with legal personality under the name 'THREE SEAS WRITERS’ AND TRANSLATORS’
COUNCIL" is hereby established. The distinctive title shall be "TSWTC".
(b) The Company operates under the UNESCO
auspices.
ARTICLE 2 ‑REGISTERED OFFICE
The registered
office of the Company is in Rhodes, at the International Writers’ and
Translators’ Centre (A. Laskou 10 A, 85100 Rhodes, Greece).
ARTICLE 3 ‑DURATION
The duration of the Company shall be indefinite.
ARTICLE
4 – OBJECTIVES
The objectives of the Company are:
(a) the promotion of mutual understanding,
through literary work, between all the peoples in the Aegean, Baltic
and Black Sea countries
(b) the promotion of the free flow of
ideas and information between the writers’ and translators’ organisations
of the Aegean, Baltic and Black Sea countries in compliance with the
UN Charter on Human Rights
(c) the strengthening of cooperation
between literary organisations, both national and international
(d) the encouragement of the foundation
of new professional organisations in the field of literature where
none exist
(e) the safeguarding of all intellectual
property rights of writers and translators
(f) the promotion, coordination and
encouragement of the organisation of literary congresses, festivals,
competitions and meetings on an international level
(g) the contribution to the establishment
of computerized libraries, cultural servers and all possible kinds
of reference bases
(h) the support of the lesser spread
languages in the area
ARTICLE 5 ‑CAPITAL
The initial capital of the Company is one hundred fifty thousand
(150.000)
greek drachmas.
Each of the founding members ‑contracting parties has
contributed the amount of 18.750 drachmas.
ARTICLE 6 – FUNDS
The Company’s funds shall consist of the above initial capital
and the financial grants of its members or of third parties, either
legal or natural persons of either private or public law of any origin,
the state aids and aids of European or international organisations
and, in general, all the assets which the Company shall possess during
its operation.
ARTICLE 7 ‑PROHIBITION OF DISTRIBUTION OF INCOME
The income and property of the Company,
whensoever derived, shall be used solely towards the promotion of its
objectives as set forth in these articles, and no portion thereof shall
be paid or transferred directly or indirectly, by way of dividend,
bonus or otherwise howsoever by way of profit, to the members of the
company.
Nothing herein shall prevent the Company
from paying reasonable remuneration to any person in return for any
services rendered to the Company.
ARTICLE 8 ‑LEGAL FORM ‑LIABILITY OF MEMBERS
(a) The Company is a non‑profit civil company with legal
personality (article 784 of the Greek Civil Code).
(b) Its
members have no personal liability whatsoever vis‑a‑vis
the Company, other than the obligation to pay the contributions mentioned
in the above article 6.
The members have no personal liability
in excess of the amount of their contribution towards any third party
for any obligations accrued as a result of the Company’s activities.
ARTICLE 9 ‑MEMBERS
1. The founding members of the Company
are the contracting parties to the present agreement.
2. All writers’ and translators’ professional
organisations of the countries in the Aegean, Baltic and Black Sea
region (i.e. Bulgaria, Denmark, Estonia, Finland, Georgia, Germany,
Greece, Latvia, Lithouania, Norway, Poland, Rumania, Russia, Sweden,
Turkey, Ukrania etc) may be accepted as members of the Company. Each
professional organisation is represented to the Company by a representative
specifically appointed by the competent governing body of the organisation.
3. The
application for admission as a new member will be addressed in the
form of a Letter to the President of the Committee of the Council who
will refer it to the General Assembly whithin thirty (30) days before
its next meeting.
4. The
application is deemed accepted in case the General Assembly takes a
decision with the majority of 2/3 of its members entitled to vote in
favour of the membership.
5. The General Assembly may decide to
attribute to public or private legal persons, public and government
organisations undertaking activities within the book sector, the capacity
of "observers" with the possibility of attending the meeting
of the Governing Bodies, but without the right to vote, under the specific
terms and conditions set forth in the respective resolution.
ARTICLE
10 ‑RIGHTS OF THE MEMBERS
The rights of the members of the Company
are the following:
(a) ‑To participate and vote in
the General Assembly’s meetings;
(b) ‑To
be elected to the governing bodies of the Company;
(c) ‑To
participate in the Company’s activities, in accordance with the terms
defined by the appropriate bodies;
(d) ‑To
be informed in a regular and appropriate way about the activities undertaken
by the Company.
(e) ‑To
request the convening of an extraordinary general assembly, in accordance
with the terms set forth by virtue of the present articles.
(f) To renounce their capacity as a member by means
of a registered letter addressed to the President of the Committee,
such renunciation having immediate effect. In any case the Company
does not cease to exist and operate between the remaining members.
ARTICLE 11 ‑DUTIES OF THE MEMBERS
The duties of the members of the Company
are the following:
(a) ‑To pay the annual contribution,
which is fixed by virtue of a General Assembly’s decision taken with
a majority of the total number of the votes.
(b) ‑To
accept and carry out the Company’s objectives.
(c) ‑To observe the Company’s
articles and contribute with their activity to the promotion and progress
of its objectives.
(d) ‑To accept and assure the
fulfilment of the General Assembly’s decisions.
(e) ‑The members will gratuitously
contribute, apart from their financial contribution in accordance with
the present articles, to the Company their personal work, which they
undertake to develop in order to achieve the Company’s objectives.
ARTICLE 12 ‑SUSPENSION AND EXCLUSION
The members may be suspended by a decision
of the General Assembly for a certain period not longer than one year,
or be excluded by a resolution of the General Assembly taken with a
majority of 2/3 of the votes. Such resolution should follow a procedure
conducted in order to ascertain wether or not the member is responsible
for a behaviour infringing the duties which are incumbent upon him
under the terms of the present articles. Such procedure shall ensure
that all possibilities of defence are guaranteed to the defendant member.
ARTICLE 13 ‑GOVERNING BODIES OF THE COMPANY
The governing bodies of the Company
are:
(a) The
General Assembly
(b) The
Committee
(c) The
Statutory Audit Board
ARTICLE 14 ‑THE GENERAL ASSEMBLY
1. The General Assembly is composed of all the members of the
Company and constitute its supreme and sovereign administrative body.
The General Assembly is entitled to decide on any Company matter and
its legally taken decisions are binding for all the members, even those
dissenting or absent.
2. The
General Assembly is solely competent to decide on:
(a) The election, the replacement and
the renewal of the office of the Committee and the Audit Board, as
well as their term of office.
(b) The amendment of the present Articles.
(c) The merging or dissolution of the
Company.
(d) The admission and exclusion of members.
(e) The drafting and approval of the
annual budget of the Company.
(f) Any other case expressly provided
for by the Company’s articles.
ARTICLE 15 ‑MEETINGS OF THE GENERAL ASSEMBLY
1. The General Assembly shall convene
annually in Rhodes at the premises of the International Writers’ and
Translators’ Centre or, if necessary, at any other place deemed appropriate
by the Committee.
The ordinary General Assembly is convened
by the President of the Committee within the first five (5) months
of each calendar year. The ordinary General Assembly approves the Company’s
action programme for each year, the balance sheet and statement of
accounts of the preceding year, the Committee’s report, the opinion
of the Statutory Audit Board and elects the titleholders of the governing
bodies, if necessary.
An extraordinary
General Assembly may be convened by the Committee or upon a request
of at least 30% of the Assembly’s members each time they consider it
necessary, the request effected by means of a letter in which they
will indicate the matters to be included in the agenda and the place
and time of the meeting.
2. Each country represented in the Company
will have two votes, irrespective of the number of organisations taking
part in the Company.
3. The General Assembly is presided
by a Chairman, who is elected by the General Assembly.
4. The
members are invited to the ordinary General Assembly by letter and
fax
and/or
e‑mail at least six (6) weeks before the meeting by letter or
fax in which the time and place of the meeting is indicated. In case
of amendment of the articles of the Company, the invitation to the
General Assembly must also include the proposed text of amendment.
The General Assembly may convene without the above formalities if all
its members are present.
5. The General Assembly has a quorum
and is convened legally, if members representing at least half (1/2)
of the total number of the votes are present.
6. The voting is conducted by the raising
of hands, unless a member present at the meeting of the General Assembly
requests a secret vote.
7. Save for the cases mentioned in the
next paragraph hereinbelow, the resolutions of the General Assembly
are taken with an absolute majority of the total number of the votes
of those present (ordinary majority).
8. A quorum and majority of 2/3 of the
total number of the votes of all members is required in the following
cases:
(a) for the admission and exclusion
of members.
(b) for the amendment of the present
articles.
(c) for the dissolution of the Company.
9. A member may be represented in the
General Assembly by another member. Such representation is effected
by letter or fax indicating the name of the appointed representative
which must be submitted by the beginning of the General Assembly’s
work. In any case the original of the letter must be provided in due
course.
ARTICLE 16 ‑THE COMMITTEE
1. The Committee shall consist of nine (9) persons representing
member organisations.
2. Not more than one person of each country represented in the
Company may
participate in the Committee.
3. The Committee is elected by the General Assembly for a three
(3) years term.
4. The Committee is composed by the President, the Vice‑President,
the Secretary, the Treasurer and other members and constitutes itself.
5. The Committee is the body in charge of drawing the policy
of fulfilment of the Company’s goals, drafting the annual balance sheets,
appointing the General Manager of the Company, administrating the company’s
business and implementing the resolutions of the General Assembly and,
generally, is competent of taking any decision, save those for which,
according to the provisions of the present articles, the General Assembly
has exclusive competence.
6. The
Committee cooperates with:
‑The Board of Trustees of the
International Writers’ and Translators’ Centre in Rhodes;
‑all
member organisations;
‑national
committees of UNESCO;
‑national or supranational organisations
with which it has entered into relations.
7. In order to achieve a quorum at the
meetings of the Committee, at least 5/9 of the total number of its
members must be present. The resolutions of the Committee are taken
with a majority of the present members.
8. The Committee convenes at least once
every six months. An extraordinary meeting may be convened in case
at least three (3) of its members deem it necessary. The invitation
to the above meetings are sent to the members by letter or e‑mail,
at least fifteen (15) days before the meeting. The Committee may convene
without the above formalities, in case all its members are present.
9. The Committee may set up working
groups consisting of experts, whether or not members of the Company.
Each group shall render a report to the Committee on the task assigned
to it.
ARTICLE 17 ‑THE GENERAL MANAGER
The Committee may appoint a General
Manager and one or more employees. The General Manager executes the
General Assembly’s decisions, follows up and concludes the day to day
activities and controls the Company’s activities and drafts reports
as well as the annual budget which is submitted for review and approval
to the Committee.
The General
Manager submits his reports to the Committee and assists its meetings.
ARTICLE
18 ‑REPRESENTATION OF THE COMPANY
The Company is legally represented and
assumes responsibilities before any judicial, administrative or other
authority and, in general, before any natural or legal person:
(a) by
virtue of two signatures, the signatures of the President and the Secretary
of the Committee either of which, in case of absence or incapacity,
may be replaced by a representative within the powers especially conferred
upon him/her by the Committee.
(b) specifically
in relation with representation before banks and the movement of bank
accounts, the Company may be bound by one signature of one member of
the Committee appointed by virtue of a decision of the Committee.
(c) by
the manner determined by a resolution of the General Assembly as it
may decide in a particular case.
ARTICLE 19 ‑STATUTORY AUDIT BOARD
1. The
statutory audit board is composed of two (2) persons not affiliated
or related in any way whatsoever with the company.
2. The Statutory Board is competent:
(a) To exercise control over the Company’s
accounts and to supervise the legal action of its bodies.
(b), To advise, in due time, upon the
balance sheet, financial statements and annual reports drafted by the
Committee.
(c) To request the convening of an extraordinary
General Assembly meeting whenever a justified reason is deemed to occur.
ARTICLE 20 – BOOKS, MINUTES AND BANK ACCOUNT
The Company shall keep all financial books and records required
by law, as well as minutes of the General Assembly and of the meetings
of the Committee.
The Company shall maintain a bank account in its name through
which all financial transactions will be effected.
ARTICLE 21 ‑DISSOLUTION
The Company may be dissolved in cases
envisaged by law as well as when requested by the Members, by means
of a resolution of the General Assembly approved by favourable votes
of at least three‑quarters of the total number of the Company’s
members.
ARTICLE 22 ‑LIQUIDATION
1. Once the Company is dissolved, the
liquidation will be effected extrajudicially by the Committee, unless
there is a resolution to the contrary from the General Assembly.
2. Unless
there is a special provision in the law, the existing property of the
Company, after the payment of all debts, will have the destination
which the objectives of the company prescribe. It can not, however,
be decided that the property be shared by the members.
Rhodes, May 9th, 1998
Alexander Shurbanov Association of Bulgarian Writers Speaker
Peter Curman Swedish Writers’ Union Vice Speaker
Bente Christensen Norwegian Ass. of Literary Translators' Secretary
Zaza Gachechiladze Georgian Writers’ Union Treasurer
Sezer Duru Turkish PEN Club
Alexandra Afinogenova Union of Russian Writers
Stanislaw Brejdygant Association of Polish Writers
Nikos Kasdaglis Writers’ Society (Greece)
Eugene Uricaru Writers’ Union of Romania
Alexander ButsenkoUnion of Writers’ Ukraine
Yuri Pokalchuk Writers’ of Ukraine
Vasilis Vitsaxis Hellenic Society of Translators’ of Literature