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 democ-racy,
- 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, and
- adhering to the UN Charter of Human Rights,
have agreed on the following:
§ 1 – NAME
- THREE SEAS WRITERS’ AND TRANSLATORS’ COUNCIL is a non profit civil company with legal personality. The distinctive title is “TSWTC”.
- The TSWTC operates under the UNESCO auspices.
§ 2 – REGISTERED OFFICE
The registered office of the TSWTC is in Rhodes, at the International Writers’ and Translators’ Centre (A. Laskou 10 A, 85100 Rhodes, Greece.
§ 3 – DURATION
The duration of the TSWTC shall be indefinite.
§ 4 – OBJECTIVES
The objectives of the TSWTC are:
- The promotion of mutual understanding, through literary work, between all the peoples in the Aegean, Baltic and Black Sea countries.
- 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 com-pliance with the UN Charter on Human Rights.
- The strengthening of cooperation between literary organisations, both national and international.
- the encouragement of the foundation of new professional organisations in the field of literature where none exist.
- The safeguarding of all intellectual property rights of writers and translators.
- The promotion, coordination and encouragement of the organisation of literary congresses, festivals, competitions and meetings on an international level.
- The contribution to the establishment of computerized libraries, cultural servers and all possible kinds of reference bases.
- The support of the lesser spread languages in the area.
§ 5 – CAPITAL
The initial capital of the TSWTC was one hundred fifty thousand (150.000) Greek drachmas.
Each of the founding members – contracting parties – contributed the amount of 18 750 drachmas.
§ 6 –FUNDS
The TSWTC’s funds 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 TSWTC shall possess during its operation.
§ 7 – PROHIBITION OF DISTRIBUTION OF INCOME
The income and property of the TSWTC, 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 TSWTC.
Nothing herein shall prevent the TSWTC from paying reasonable remuneration to any person in return for any services rendered to the TSWTC.
§ 8 – LEGAL FORM -LIABILITY OF MEMBERS
- The TSWTC is a non-profit civil company with legal personality.
- Its members have no personal liability whatsoever vis-a-vis the TSWTC, other than the obligation to pay the contributions mentioned in the above § 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 TSWTC’s activities.
§ 9 – MEMBERS
- The founding members of the TSWTC are the contracting parties to the pre-sent agreement.
- 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, Lithuania, Norway, Poland, Rumania, Russia, Sweden, Turkey, Ukraineetc.) may be accepted as members of the TSWTC. Each professional organisation is represented to the TSWTC by a representative specifically appointed by the competent governing body of the organisation.
- 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 within thirty (30) days before its next meeting.
- 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.
- The General Assembly may decide to attribute to public or private legal per-sons, 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 spe-cific terms and conditions set forth in the respective resolution.
§ 10 – RIGHTS OF THE MEMBERS
The rights of the members of the TSWTC are the following:
- To participate and vote in the General Assembly’s meetings.
- To be elected to the governing bodies of the TSWTC.
- To participate in the TSWTC’s activities, in accordance with the terms defined by the appropriate bodies.
- To be informed in a regular and appropriate way about the activities under-taken by the TSWTC.
- To request the convening of an extraordinary general assembly, in accordance with the terms set forth by virtue of the present articles.
- To renounce their capacity as a member by means of a registered letter ad-dressed to the President of the Committee, such renunciation having immedi-ate effect. In any case the TSWTC does not cease to exist and operate be-tween the remaining members.
§ 11 – DUTIES OF THE MEMBERS
The duties of the members of the TSWTC are the following:
- To pay the annual contribution, which is fixed by virtue of a General Assem-bly’s decision taken with a majority of the total number of the votes.
- To accept and carry out the TSWTC’s objectives.
- To observe the TSWTC’s articles and contribute with their activity to the pro-motion and progress of its objectives.
- To accept and assure the fulfilment of the General Assembly’s decisions.
- The members will gratuitously contribute, apart from their financial contribution in accordance with the present articles, to the TSWTC their personal work, which they undertake to develop in order to achieve the TSWTC’s objectives.
§ 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 two-thirds (2/3) of the votes. Such resolution should follow a procedure conducted in order to ascertain whether 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.
§ 13 – GOVERNING BODIES OF THE TSWTC
The governing bodies of the TSWTC are:
- The General Assembly
- The Committee
- The Statutory Audit Board
§ 14 – THE GENERAL ASSEMBLY
The General Assembly is composed of all the members of the TSWTC and constitute its supreme and sovereign administrative body. The General Assembly is entitled to decide on any TSWTC matter and its legally taken decisions are binding for all the members, even those dissenting or absent. The General Assembly is solely compe-tent to decide on:
- The election, the replacement and the renewal of the office of the Committee and the Audit Board, as well as their term of office.
- The amendment of the present articles.
- The merging or dissolution of the TSWTC.
- The admission and exclusion of members.
- The drafting and approval of the annual budget of the TSWTC.
- Any other case expressly provided for by the TSWTC’s articles.
§ 15 -MEETINGS OF THE GENERAL ASSEMBLY
- 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 TSWTC’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 thirty per cent (30%) of the Assem-bly’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.
- Each member organisation represented in the TSWTC has the right to one vote, providing that the membership fee for the previous year has been paid.
- The General Assembly is presided by a Chairman, who is elected by the Gen-eral Assembly.
- The members are invited to the ordinary General Assembly by letter and/or e-mail at least six (6) weeks before the meeting in which the time and place of the meeting is indicated. In case of amendment of the articles of the TSWTC, the invitation to the General Assembly must also include the proposed text of amendment. The General Assembly may convene without the above formali-ties if all its members are present.
- The voting is conducted by the raising of hands, unless a member present at the meeting of the General Assembly requests a secret vote.
- Save for the cases mentioned in the next article hereinbelow, the resolutions of the General Assembly are taken with an absolute majority of the total num-ber of the votes of those present (ordinary majority).
- A majority of two-thirds (2/3) of the total number of the votes of all members is required in the following cases:
- for the admission and exclusion of members.
- for the amendment of the present articles.
- for the dissolution of the TSWTC.
§ 16 – THE COMMITTEE
- The Committee shall consist of minimum five and maximum nine (5-9) persons representing member organisations.
- Not more than one person of each country represented in the TSWTC may-participate in the Committee.
- The Committee is elected by the General Assembly for a three (3) years term. A member of the Committee can be re-elected once and thus serve a maxi-mum of six years in succession. He or she can be elected again after a three (3) years’ pause.
- The Committee is composed by the President, the Vice-President, the Secre-tary, the Treasurer and other members and constitutes itself.
- The Committee is the body in charge of drawing the policy of fulfilment of the TSWTC’s goals, drafting the annual balance sheets, appointing the General Manager of the TSWTC, administrating the TSWTC’s business and imple-menting 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.
- The Committee cooperates with:
- all member organisations
- national committees of UNESCO
- national or supranational organisations with which it has entered into relations.
- The resolutions of the Committee are taken with a majority of the present members.
- The Committee convenes at least once every six months.
- The Committee may set up working groups consisting of experts, whether or not members of the TSWTC. Each group shall render a report to the Commit-tee on the task assigned to it.
§ 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 con-cludes the day to day activities and controls the TSWTC’s activities and drafts reports as well as the annual budget which is submitted for review and approval to the Com-mittee. The General Manager submits his reports to the Committee and assists its meetings.
§ 18 – REPRESENTATION OF THE TSWTC
The TSWTC is legally represented and assumes responsibilities before any judicial, administrative or other authority and, in general, before any natural or legal person:
- 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 re-placed by a representative within the powers especially conferred upon him/her by the Committee.
- specifically in relation with representation before banks and the movement of bank accounts, the TSWTC may be bound by one signature of one member of the Committee appointed by virtue of a decision of the Committee.
- by the manner determined by a resolution of the General Assembly as it may decide in a particular case.
§ 19 – STATUTORY AUDIT BOARD
- The statutory audit board is composed of minimum one and maximum two (1-2) persons not affiliated or related in any way whatsoever with the TSWTC.
- The Statutory Board is competent:
- To exercise control over the TSWTC’s accounts and to supervise the legal ac-tion of its bodies.
- To advise, in due time, upon the balance sheet, financial statements and an-nual reports drafted by the Committee.
- To request the convening of an extraordinary General Assembly meeting whenever a justified reason is deemed to occur.
§ 20 – BOOKS, MINUTES AND BANK ACCOUNT
The TSWTC 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 TSWTC shall maintain a bank account in its name through which all financial transactions will be effected.
§ 21 – DISSOLUTION
The TSWTC 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 fa-vourable votes of at least three-quarters (3/4) of the total number of the TSWTC’s members.
§ 22 – LIQUIDATION
- Once the TSWTC is dissolved, the liquidation will be effected extrajudicially by the Committee, unless there is a resolution to the contrary from the General Assembly.
- Unless there is a special provision in the law, the existing property of the TSWTC, after the payment of all debts, will have the destination which the ob-jectives of the TSWTC prescribe. It can not, however, be decided that the property be shared by the members.
Rhodes, May 12th, 2013