EUROPEAN ASSOCIATION
FOR MACHINE TRANSLATION (EAMT)

ARTICLES




I.         LEGAL FORM - NAME - REGISTERED OFFICE - PURPOSE - DURATION
      Article 1:       Name
      Article 2:       Registered office
      Article 3:       Purpose and activity
      Article 4:       Duration

II.        MEMBERS
      Article 5:       Membership requirements
      Article 6:       Admission procedure
      Article 7:       Obligations
      Article 8:       Resignation
      Article 9:       Exclusion
      Article 10:     Forfeiture of membership

III.      RESOURCES AND EXPENSES
      Article 11:     Resources
      Article 12:     Expenses

IV.     ORGANIZATION
      Article 13:     Organs

A.    THE GENERAL ASSEMBLY
      Article 14:     Composition
      Article 15:     Powers
      Article 16:     Convening of the General Assembly
      Article 17:     Procedure of convening the General Assembly
      Article 18:     Voting rights
      Article 19:     Quorum and resolutions
      Article 20:     Record and lists of attendance

B.        EXECUTIVE COMMITTEE
      Article 21:     Composition
      Article 22:     Powers
      Article 23:     Resolutions

V.        WINDING UP AND LIQUIDATION
      Article 24:    Winding up
      Article 25:     Liquidation
      Article 26:     Distribution of the balance


ARTICLES OF THE EUROPEAN ASSOCIATION
FOR MACHINE TRANSLATION (EAMT)

I.       LEGAL FORM - NAME - REGISTERED
         OFFICE - PURPOSE - DURATION

Article 1
Name

Under the name of EUROPEAN ASSOCIATION FOR MACHINE TRANSLATION (hereinafter referred to as "the Association"), a corporately orgarnized non-profit association according to the Articles of Association hereunder and to volume 1, part 2 chapter 2 of the Swiss Civil Code (articles 60 to 79 CCS) has been set up.

Article 2
Registered office

The Association's registered office is in Geneva, Switzerland.

Article 3
Purpose and activity

The Association's purpose shall be to bring together users, developers, researchers, sponsors and others interested in the field of machine and/or computer assisted translation, research, development and use.

In the pursuit of the above mentioned purpose, the Association shall in particular perform the following activities:

Article 4
Duration

The Association's duration is indefinite.


II.       MEMBERS

Article 5
Membership requirements

Membership in the Association is open to anybody interested in the promotion of the Association's purpose. Three types of membership are possible: individual, non-profit making institution, profit making institution.

Any member of the European Association for Machine Translation is automatically a member of the International Association for Machine Translation.

Article 6
Admission procedure

An application for admission must be submitted in writing to the Executive Committee.

The Executive Committee shall decide upon the applications for membership and may refuse such applications without indicating the reasons for its refusal. The Executive Committee may ask an applicant for membership to justify his right to the type of membership applied for.

Article 7
Obligations

The members shall strive to make the Association benefit from their knowledge and their experience.

The member shall pay to the Association an annual membership fee within 30 days at the latest after the beginning of the Association's fiscal year. The Association's fiscal year begins on January 1st. The different classes of membership are reflected in the membership fee, the fee for non-profit making institutions being five times that for an individual member, and the fee for a company being ten times that for an individual member.

The initial membership fee is fixed as follows:

- individual: 50,00 Swiss francs
- non-profit making institution: 175,00 Swiss francs
- company: 350,00 Swiss francs

The membership fee may be modified by the General Assembly.

Article 8
Resignation

Each member is entitled to leave the Association provided a written notice is addressed to the Executive Committee by registered mail.

The notice of resignation must reach the Executive Committee six months before the end of the Association's fiscal year. The resignation shall become effective at the end of the fiscal year.

Article 9
Exclusion

Any member who commits any deed aimed against the Association and/or which may hurt the interests of the latter or of its members those may be excluded from the Association.

The exclusion of any member may be pronounced by the Executive Committee without indication of the reasons for the exclusion.

Article 10
Forfeiture of membership

Any member who, in spite of a written reminder, shall not have complied with the general obligations of a member of the association (namely the payment of the annual membership fee) shall ipso jure forfeit his status as a member by the end of the Association's fiscal year.

The General Assembly shall record the member's forfeiture.


III.      RESOURCES AND EXPENSES

Article 11
Resources

The Association's resources shall be the following:

Article 12
Expenses

The Association's expenses shall include in particular:


IV.       ORGANIZATION

Article 13
Organs

The organs of the Association are the following:

  1. The General Assembly

  2. The Executive Committee


A.       THE GENERAL ASSEMBLY

Article 14
Composition

The General Assembly is composed of all the members.

Article 15
Powers

The General Assembly shall be the Association's supreme power. The General Assembly has the exclusive power:

  1. to adopt and to modify the Articles of association,

  2. to decide upon the location of the registered office,

  3. to elect the Association's President and to remove him from office,

  4. to elect the members of the Executive Committee and to remove them from office,

  5. to ratify the co-option of additional members to the executive committee,

  6. to determine the Association's general policies and to establish the main guidelines for its management,

  7. to give discharge to the Executive Committee regarding their activities, and

  8. to adopt any resolutions on other issues that specifically fall within its powers by virtue of the law or the Articles of Association.

Article 16
Convening of the General Assembly

The General Assembly shall be convened by the President of the Association or, in case of incapacity of the latter, by the Executive Committee.

The ordinary meeting of the General Assembly must be convened once every year at such time as decided by the Executive Committee.

An extraordinary meeting of the General Assembly must be convened if members representing one fifth of the total voting strength of the Association's General Assembly requests so by registered letter addressed to the President of the Association.

The General Assembly shall meet in Europe. The venue for the meetings is decided by the Executive Committee.

Article 17
Procedure of convening the General Assembly

Both the ordinary and the extraordinary General Assemblies are convened by mail to each member and by notice published in MT News International, the official publication of International Association of Machine Translation at least four weeks before the date of the meeting.

The items on the agenda shall be mentioned in the convocation. Proposals to be considered by the General Assembly including proposals to in- or decrease the membership fee and proposals to amend the Articles and Bylaws of the Association shall be mentioned in or enclosed with the written convocation. They shall be held at the members' disposal at the Association's registered office.

Unless it is decided by a majority of two thirds of the votes cast by members present, no resolution may be adopted except those specified in the agenda apart from a resolution to convene an extraordinary General Assembly.

Article 18
Voting rights

As different classes of membership are reflected in the membership fees, so are they reflected in the voting rights:

Article 19
Quorum and resolutions

The General Assembly is entitled to deliberate validly regardless of the number of members present.

The General Assembly shall adopt its resolutions and shall proceed with its elections by a majority of two thirds of the vote cast by the members present or represented by proxies bearing written powers. A resolution may be proposed by any member of the Association, but must be seconded by another member present at the General Assembly.

The resolutions of the General Assembly may also be taken by circular letter, by Fax or by electronic mail. Any resolution approved in writing by two thirds of the total voting strength by the Association's members shall be considered to have validly been taken by the General Assembly.

Article 20
Record and lists of attendance

The Executive Committee shall keep record including a list of attendance and the resolutions and elections of the General Assembly; it shall be signed by the President of the assembly as well as by its author.

Within thirty days following the assembly, the record shall be sent by the Executive Committee to the editor of MT News International for inclusion in said magazine.


B.       EXECUTIVE COMMITTEE

Article 21
Composition

The Executive Committee shall be composed of the Association's President as well as of four additional members elected by the General Assembly. The Executive Committee will designate amongst its members a Vice-President, a Secretary and a Treasurer to serve as additional officers of the Association.

The members of the Executive Committee as well as the Association's President are elected for a three-year term. Election is by the General Assembly following the decision procedure set out in Article 19. Unless challenged by the General Assembly or their resignation, the members of the Executive Committee as well as the Association's President are automatically re-elected for successive terms of three years.

The internal procedures of the Executive Committee and the powers and functions of the officers will be set out in the Bylaws of the Association.

The Executive Committee may co-opt additional members at any time for the fulfilment of specific tasks; the co-option of additional members must be ratified at the first General Assembly held after their co-option, and at each General Assembly thereafter.

In the event that, for whatever reason, a member ceases to carry out his function, he shall be replaced, for the remaining time of his term by another member of the Association elected by a simple majority of the Executive Committee.

Article 22
Powers

In particular, the Executive Committee has the following powers:

  1. to enforce the resolutions of the General Assembly,

  2. to examine the proposals and suggestions of the members of the Association,

  3. to keep a list of the Association's members,

  4. to receive the members' letters of resignation,

  5. to suggest the exclusion of members to the General Assembly,

  6. to decide upon the way in which the Association will be bound as well as upon the binding signatures, and

  7. to take any useful steps, initiatives and resolution in order to promote the Association's purpose, and, in general, to perform any deeds that are not specifically reserved to the General Assembly by virtue of the Articles of Association or the law.

The Executive Committee shall assume the management and the representation of the Association towards third parties. It shall be vested with the powers of General Management regarding the routine administration of the Association's activities.

Article 23
Resolutions

The Executive Committee shall take its resolution at the simple majority of its members.


V.       WINDING UP AND LIQUIDATION

Article 24
Winding up

At any time, the General Assembly may decide to wind up the Association.

Article 25
Liquidation

In the event of the winding up of the Association, the liquidation shall be done by the Executive Committee unless the General Assembly appoints other liquidators or the law provides a special procedure of liquidation.

Article 26
Distribution of the balance

After payment of all debts, the remaining balance shall be used, according to the resolutions of the General Assembly, for a purpose similar or linked to the one pursued by the Association. Under no circumstances may the remaining balance be distributed among the members.