World Flair Association

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ARTICLES OF ASSOCIATION “WORLD FLAIR ASSOCIATION” ARTICLE 1 Creation of association The non-profit Association “World flair association” is formed with registered office at Retorbido, Strada Provinciale Bressana-Salice (PV) c/o Brasilia. The Association may open secondary offices, subsidiaries, information offices both in Italy and abroad. The duration of the Association is unlimited, unless otherwise decided or in the event of advance dissolution, which in either case must be decided by the members’ assembly. The Association’s official language is English. ARTICLE 2 Aims and activities of the Association: a) Promote and spread the philosophy and culture of the Beverage industry; b) Promote professional training courses, which can set a direction and regulations for the schools that teach and support the culture of the Beverage industry; c) Promote conferences, meetings, debates, initiatives, competitions and events related to the association’s institutional aims; d) Promote and increase, by developing the association’s publishing activity, the production of videos, news reports and manuals to disseminate information on the Beverage industry; e) Promote and organise any activity and carry out any operation which the Steering Board deems necessary and useful to achieve the objectives set forth in letters a), b), c), d). To carry out the aforementioned activities the Association may pay for provision of the services or it may rely on free-of-charge services. To carry out the aforementioned activities, the Association shall mainly rely on the work performed by its members in voluntary form, freely and free-of-charge . The Association may also promote and organise important events related to its institutional aims with the help of non-members who may work in voluntary form, freely and free-of-charge. In case of particular needs, the Association may rely on the work of employed staff or self-employed professionals, who may also be its own members. ARTICLE 3 Members Members of the “World flairassociation” may be individuals from any country or nationality, corporate bodies, associations, institutions, clubs. Members shall: - Cooperate to achieve the Association’s objectives; - Respect the decisions taken by the Assembly and Steering Board, which are binding; - Pay the annual membership subscription; - Hand back their membership card in case of resignation, cessation or exclusion from the Association. Membership status is terminates by : a) Resignation (to be handed in writing to the Steering Board) b) Cessation (due to non-payment of membership subscription) c) exclusion (upon the steering board’s decision due to behaviour that is contrary to the objectives of the Association, non-fulfilment of statute rules and decisions of the Assembly and Steering Board and “regulations on members admission”) The Association’s grades of membership are as follows: FOUNDING MEMBERS are the persons who have given birth to the Association by signing its Memorandum and Articles of Association. EFFECTIVE MEMBERS are members who join the association by paying an annual fee that is determined by the Steering Board. HONORARY MEMBERS are members – individuals and corporate bodies – who for specific merits and reasons related to their knowledge and professionalism are deemed to add prestige and give a worthy representation of the Association. They are appointed by the Steering Board. They do not pay an annual subscription, they have no right to vote or to be elected, but they can attend the assembly as advisory members. DESERVING MEMBERS are members who have significantly supported the growth and development of the association through their help. They are appointed by the Steering Board, they do not pay the annual subscription fee, but they have the right to vote and to be elected. In particular, individuals and corporate bodies may be admitted to membership if they possess all the requisites set forth in the “regulations on members admission” which shall be laid down by the Steering Board and approved by the Assembly. Membership applications may be submitted in the following ways: - by letter addressed to the Association, to the attention of the President in office; - by filling in the form available on the Association’s website ……………………………. Should the Steering Board refuse an application for membership, it shall reply to the applicant within 60 days from receipt of the application. The refusal shall be notified either in writing (by letter or fax) or in electronic format (by email). When submitting their applications for membership to the Association, applicants shall provide their address and telephone number, email address (mandatory), fax number (optional) where the Association can send its notices, including the possible notice of refusal of application. The membership year commences on 1st January and ends on 31st December. Subscription is annual and tacitly renewed each year unless notice of resignation is provided in writing or by email to the association at least 10 days before the 31st December each year. If the notice of resignation is provided after the Assembly’s approval of the preliminary programme of initiatives to be promoted during the coming membership year and of the estimate of costs, the actual resignation will be effective as from the following year. Therefore, the member shall be obliged to respect the decisions taken by the Assembly and Steering Board throughout the whole year. In no case shall the resigning member be entitled to a return of contributions and/or subscription fees paid. Any member failing to pay the membership subscription (where applicable) and to fulfil the commitments taken by the Assembly and/or Steering Board, and any member that holds a behaviour that is contrary to the Associations’ aims and philosophy and/or ‘competes’ with the Association, shall be excluded from the Association. ARTICLE 4 Association Bodies The bodies of the association are: a) Members’ Assembly (ordinary-extraordinary) b) Steering board c) President d) Board of Arbiters ARTICLE 5 Members' Assembly The members’ Assembly is made up of all the members that are regularly registered and have fully paid their subscription fees. ARTICLE 6 Ordinary and extraordinary Assemblies The Assembly meets in ordinary and extraordinary sessions. The Assembly may be summoned at the associations’ offices or in any other location, also abroad. Participation to Assembly meetings may be in person or, if specified in the invitation letter, through telecommunication means. At each Assembly meeting the President shall explain the voting procedure. Votes may be given in the following ways: directly if the member is present at the meeting; by email; by conference call; by letter. The Assembly meets in ordinary session at least once a year to approve the preliminary programme of the initiatives to be undertaken in the coming membership year and the related budget, to discuss and approve the final balance of the past year and to decide on all the issues that shall be put on the agenda. The Assembly also meets every four years to elect the Steering Board. The Assembly meets in extraordinary session whenever the Steering Board (with request by at least three members) or the President deem it necessary, and when it is requested by at least 2/5 of active members. ARTICLE 7 Summoning and majority Ordinary and extraordinary Assembly meetings are summoned by the President in writing, either by fax or email, at least 20 days prior to the set date. In case of urgent meetings, the number of days for notification may be reduced to 12. The notice shall specify the location, day and time of the meeting and also the issues to be discussed and the voting procedure. The notice shall also specify duration of the meeting and whether votes shall be given in electronic format. If the Assembly is held in electronic format, members’ votes on each decision shall be sent by email, but they shall be confirmed – otherwise they will be void - by fax on the same day. The extraordinary Assembly shall be valid at its first meeting if 2/5 (which is rounded down) of voting members are present. However, the second meeting shall be valid regardless of the majority of members present. Ordinary Assembly meetings shall be valid regardless of the majority of attending members. The Assembly’s decisions shall be approved by majority votes of voting members. In case of an equal number of votes, the President’s vote shall be counted as double. Assembly meetings are chaired by the President of the Steering Board or, in case of the latter's absence or incapacity, by the Vice-president. At each meeting the President establishes the voting system to be adopted. The Assembly’s Secretary shall be the Secretary of the Steering Board in office. Changes to the Articles of Association can be adopted only at extraordinary assembly meetings with a constitution quorum (at the first meeting) of 3/5 of voting members and approved by majority of valid votes cast. At the second meeting, the constitution quorum must be of 2/5 and approval must be by majority of valid votes cast. If no quorum is reached at the second meeting, changes to the Articles of Association can be adopted at the extraordinary session, regardless of the majority of members present, by majority of valid votes cast as long as favourable votes of Steering Board members is of 3/5. Assembly meetings are described in a report that is signed by the President and the Secretary, who is in charge of the drafting. ARTICLE 8 Members’ Assembly: powers The members’ assembly: a) sets the general guidelines for the association’s activities; b) approves the preliminary programme of initiatives to be carried out in the running year and the related budget; c) approves the final balance sheet; d) approves the “regulations on members admission”; e) decides on changes to the Articles of Association; f) elects the Steering Board members; g) decides on any issue the Steering Board puts to its attention. ARTICLE 9 Steering Board The Association’s Steering Board is appointed by the Assembly and can be composed of minimum three and maximum five members including its President (also President of the Association), Vice-president, Secretary-Treasurer. The Steering Board shall be represented by at least three founding members if it is composed of five members and by at least two founding members it is composed of three members. The President is the legal representative of the Association, chairs the Steering Board, can sign contracts with third parties in line with the limits set by the Association. Should the President cease to hold his/her office for any reason whatsoever, he/she shall be replaced by the Vice-president until the next Members’ Assembly. The Vice-president cooperates in all of the President’s activities and takes on specific tasks whenever asked to do so by the President with specific proxies. The Secretary-Treasurer oversees the Association’s services, organises the assembly’s meetings, deals with the association’s administration in line with set directives, is in charge of revenue collection and bookkeeping and the members’ register. Steering Board members stay in office for four years and can be re-elected. The Steering Board carries out its activity until the newly elected members take over. Steering Board meetings are summoned by the President’s whenever the latter deems it fit or when at least three board members request to meet. In the latter case, the President shall summon the Board within 15 days of the date of request. The notice convening the board meeting shall be given by letter and/or telephone and/or email at least 12 days before the set date. In case of urgent meetings, the number of days for notification may be reduced to 8. A Steering Board meeting is valid if it is attended by at least three members, decisions are taken by majority vote of attending members. In case of an equal number of votes, the President’s vote is counted as double. No proxy can be given to take part in Steering Board meetings. Steering board: - appoints by majority vote the President, Vice-President and Secretary; - is responsible for the ordinary and extraordinary administration of the association with no exception whatsoever, and it has the power to implement and achieve the Association’s goals which are not expressly reserved to the Assembly. - determines the annual membership fee, assigns to single Board members specific operational tasks, by setting the limits, authorising reimbursements for expenses and establishing their pay. - Draws up (each membership year) the preliminary programme of the initiatives to be undertaken in the running year, writes the estimate of expenses and the final balance sheet. These documents shall have to be approved by the members’ assembly. - Decides on membership applications and the exclusion of members. - Upon the President’s request, it forms committees to deal with specific programmes that have been developed to realise the association’s objectives. ARTICLE 10 Assets and revenue of the Association The Association’s assets are made up of the following revenue: a) Annual memberships subscriptions; b) Contributions by deserving members or approved by the steering board to fund single initiatives, in accordance with the guidelines set forth by the assembly at the beginning of each membership year; c) Donations, legacies given by individuals or corporate bodies; d) Earnings from activities carried out by the association, within the limits of legal constraints. ARTICLE 11 Dissolution of the association Decisions on the dissolution of the association shall be adopted at an extraordinary assembly meeting where the constitution quorum shall be of 2/5 of voting members and approved by majority of at least 3/5 of valid votes cast. In case of dissolution, the remaining assets shall be donated for social purposes, after settlement of any overdue payment. ARTICLE 12 Board of Arbiters The Board of Arbiters is composed of five members, who are elected by the assembly, and at least two are chosen among the founding members. Non-members of the Association may also be appointed if they are highly regarded by members. The Board elects its President. Board members stay in office for three membership years and can be re-elected. Any dispute arising between the members and the association and/or its bodies – even with regard to the interpretation of statutory rules - shall be put to the board’s attention for it to judge whether it is irrevocable. The Board also judges complaints on provisions on members’ exclusion from the association. Any complaints on the exclusion of members must be sent within 10 days from their notification by he Steering Board . ARTICLE 13 Reference laws For matters that are not regulated by the Articles of Association, reference shall be made to the Italian civil code and other laws on associations for social promotion.
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