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1. Name

The name of the association is Prolingua, an Association for English and Afrikaans language practitioners.

2. Nature of Prolingua

Prolingua is a non-profit legal entity.

3. Objectives

Prolingua's objectives are -

3.1 to standardise, as far as possible, subject terms and texts that lend themselves to standardisation;

3.2 to improve the quality of translation in general;

3.3 to give members an opportunity mutually to discuss their translation and terminology problems;

3.4 to compile lists of subject terms themselves or in consultation with experts or in cooperation with other institutions and to make such lists available to members of Prolingua or to publish them;

3.5 in order to achieve the objectives, to cooperate with other bodies such as translation and dictionary institutions;

3.6 to keep members abreast of a wide spectrum of disciplines by means of presentations, visits, et cetera; and

3.7 within the financial capacity of Prolingua, to make donations to worthy organisations or persons with objectives similar to those of Prolingua.

4. Meetings

4.1 Meetings of members may take the form of an annual general meeting (AGM) or a working meeting. The functions and competencies of each of these meetings differ and are as defined in this Constitution.

4.2 Working meetings are held monthly or as decided at any working meeting. Five working days' notice of working meetings must be given in writing or by email. Urgent matters that would otherwise be discussed at the AGM may be dealt with at working meetings where at least 10 members are present, provided that at least five working days' written notice be given of the urgent matter. This notice must contain a complete substantiation and recommendation regarding the urgent matter. "Urgent" means urgent in the opinion of management.

4.3 An AGM must be held annually and thirty days' notice must be given of such meeting and of any motion, except a motion to amend this Constitution (see clause 11).

4.4 All meetings are called by the secretary upon instruction of a working meeting or the chairman.

4.5 The quorum for the AGM is 10. If no quorum is present, the members present may proceed with the matter although no decision may be made. If motions have been submitted, they may be considered and decisions may be recommended. The recommended decisions must be confirmed at the first working meeting where more than 10 members are present.

4.6 In the event of an equality of votes, the chairman has a casting vote at all meetings.

5. Participation by email

5.1 Any member or representative of a corporate member (clause 7) may participate by email in the following:

  • Voting for Management (clause 6)
  • Voting on motions to amend the Constitution (clause 11)
  • Voting on motions regarding the dissolution of Prolingua (clause 10)
  • General language, translation and terminology activities of Prolingua
5.2.1 Motions
  • Any member may submit by email a motion regarding amendment of the Constitution or dissolution of Prolingua and members may vote on it by email.
  • A motion must contain an explication of the contemplated amendment(s).
  • A motion must contain full reasons for the contemplated amendment(s).
  • A motion must contain a properly formulated proposed decision to be considered by the members.
  • The motion must be delivered to the secretary.
  • The secretary must forward the motion without delay, or in the event of an amendment to the Constitution, as soon as possible after 1 March of any year, to all members so that they may consider it and vote on it within 30 days of the date of dispatch.
  • 30 days after dispatch of the motion, management must count the ballots and announce the result of the poll to the members without delay.
  • The motion is ratified if a two-thirds majority of the members who voted have voted in favour of the motion.
  • The result of the poll must be announced to the members without delay.
5.2.2 Amendments to motions
  • Any member may submit an amendment to the secretary within 14 days after a motion has been dispatched to all members.
  • The amendment must comply with the same requirements as those for a motion and must likewise be dispatched by the secretary for voting.
  • Members' email votes in favour of or against the amendment must reach the secretary within 14 days of the date of dispatch of the amendment.
  • Management must count the ballots and announce the outcome to all members without delay.
  • The amendment will be ratified if a two-thirds majority of members who voted have voted in favour of the amendment, in which case management must amend the original motion accordingly and then send it out again in accordance with the above procedure regarding motions.
    Should the amendment be rejected, management must leave the original motion unchanged and send it out again in accordance with the above procedure regarding motions.
  • The original motion or the amended motion, depending on the case, will be ratified if a two-thirds majority of members who have voted have voted in favour of it.
  • Management must announce the outcome to all members without delay.
6. Management

6.1 Each year, the members of Prolingua elect by email ballot as follows: from their own ranks, a management comprising a chairman, vice-chairman, secretary and treasurer:

  • 30 days before the AGM: The incumbent management must request nominations from all members for each managerial position by means of an email form on which the proposer identifies him-/herself and introduces the nominee in writing in a maximum of 100 words for the sake of other members, provided that the nominee(s) has(have) agreed to the nomination.
  • 21 days before the AGM: All nominations must have been submitted to management.
  • 14 days before the AGM: Management provides each member with an email ballot.
  • 7 days before the AGM: Last day for the return of email ballots.
  • The new management is announced at the AGM. The exiting management becomes functus officio after the AGM and the newly elected management's appointment takes effect then, provided that the exiting management complete all incomplete matters regarding that AGM.
6.2 A vice-chairman acting as chairman has all the competencies of the chairman in terms of this Constitution.

6.3 Should the position of secretary or of treasurer become vacant before the AGM, the position is filled through voting at a working meeting. Should the position of chairman become vacant before the AGM, the vice-chairman will be chairman for the remainder of the term of office.

6.4 The members of management may be re-elected upon expiry of their term of office. For a member of management to be re-elected to a further term of office, such member must be nominated again as if he/she were nominated for the first time. Ballots must be cast separately for each managerial position.

6.5 Management may co-opt a maximum of two members to serve on management. Co-opted members have the same functions and competencies as elected members.

6.6 Management must deal with all Prolingua's affairs and has the following competencies and functions:
6.6.1 Management must execute the decisions of the member meetings.

6.6.2 Management must divide the activities of Prolingua into portfolios and for each portfolio appoint a head to manage the portfolio and report on it every six months. A head of a portfolio is appointed for an indefinite period and the appointment may be terminated on reasonable grounds.

6.6.3 Management must see to it that the objectives of Prolingua are realised.
6.7 The chairman plus any two members of management may discuss, in whichever way, matters to be completed as a matter of urgency and falling within the competency of management and make a decision that is binding upon Prolingua; provided that such decision be made unanimously and be reported on at the next working meeting.

6.8 The quorum of management is three, but if only three members are present, all decisions must be made unanimously.

6.9 Managerial decisions are made by a majority vote.

6.10 Management may co-opt or appoint experts or consultants who are not members to achieve Prolingua's objectives. Any remunerated appointment may be made only with prior approval by the working committee.

7. Membership

7.1 Any person or body subscribing to the objectives of Prolingua and involved or interested in terminology or translation may apply for membership.

7.2 Admission of members rests with management who may delegate this competency to a member of management.

7.3 Upon recommendation of management, the working meeting may terminate the membership of any person or body, stating reasons. Any application for membership may be refused by management, stating reasons.

7.4 There are three classes of membership:

7.4.1 Individual membership. Every fully paid-up member is enfranchised at all member meetings.
7.4.2 Corporate membership. Representatives of corporate members are restricted to those complying with the requirements of clause 7.1. Representatives of fully paid-up corporate members may be elected to management and a maximum of six representatives are enfranchised at all member meetings.
7.4.3 Honorary membership. The working meeting may, upon recommendation of management, decide to grant honorary membership to a member who has made a commendable contribution to the achievement of the objectives. Honorary membership is awarded at an AGM. Honorary members are enfranchised at all member meetings.
8. Fees

8.1 The AGM may determine and charge different membership fees for the various classes of membership and amend these from time to time.

8.2 Members who retire and new members who joined Prolingua after they have retired, pay membership fees, but get a discount of 50% on the membership fees payable by individual members as meant in article 7.4.1. Pensioners may apply individually to become non-paying members.

8.3 Honorary members are exempt from payment of membership fees.

8.4 Management may determine and charge admission fees to all events of Prolingua to which the public is invited.

9. Finance

9.1 Prolingua's financial year lasts from 1 July to 30 June the following year.

9.2 A savings account or savings accounts must be opened for the funds of Prolingua and withdrawals from the account(s) may be made only based on a minuted decision of management or a member meeting and under the signatures of any two members of management.

9.3 If it is justified, the AGM may decide to authorise the treasurer to withdraw monthly, under only one signature, an amount authorised by the AGM, provided that he/she report on this at each working meeting.

9.4 Prolingua may use its money only to promote its objectives and may also invest it.

9.5 At each AGM, the treasurer must submit an audited report on Prolingua's finances.

9.6 No member of management may receive any financial benefit by virtue of his/her managerial position. However, members of management may, with the approval of the working meeting, receive compensation for essential, actual expenses incurred to perform their duties. An honorarium may be paid annually to the secretary and the treasurer. The amount of the honorarium must be determined in advance by the working meeting.

9.7 Prolingua may make donations to a maximum of R3 000 per annum to deserving organisations or persons with objectives similar to those of Prolingua. The proposal to donate may be considered and approved either as a motion at an AGM or as an urgent matter at a working meeting.

10. Dissolution of Prolingua

10.1 Prolingua may be dissolved by a two thirds majority of members participating in an email poll in terms of clause 5.2.

10.2 Before the resolution to dissolve, Prolingua must decide what should be done with its documents and assets. Such resolution must be made by a well-substantiated motion containing a proposed resolution on Prolingua's documents and assets, sent to all members for a vote within 14 days of the date of dispatch.

10.3 Upon dissolution of Prolingua, no member of Prolingua will be entitled to any portion of the assets of Prolingua.

11. Amendment of the constitution

Any member may propose a motion to amend the constitution in the way explained in clause 5.2. The motion must reach the secretary before 1 March of any year. The motion must be accepted by a two-thirds majority of the members who have voted in favour of the motion. Management must notify all members of the outcome of the voting without delay. If the motion is accepted and as soon as the outcome of the voting has been published, the constitution will be deemed to be amended in accordance with the motion.