the wine tourism welcoming

 

Statute of the National Association Wine Tourism Movement

TITLE 1 (GENERALITIES)

Art.1 (Denomination and duration)

The social promotion Association named “WINE TOURISM MOVEMENT” is governed by the norms of the present Statute. The Association will be in effect until December 31, 2050 and can be extended upon decision by the Assembly of Members.

Art.2 (Head Office)

The Association’s head office is in Siena at the Enoteca Italiana, Fortezza Medicea. The Assembly of Associates may establish delegations in the national territory and abroad.

Art.3 (Goals and purposes)

The Association is non-profit and is exclusively for social promotion purposes, according to Law 7 December 2000, n. 383. The Association’s activities are to promote visits to and appreciation of areas of wine production in order to increase its culture and prestige and to create economic development prospects in areas specifically dedicated to winemaking. The Association operates by coordinating the activities of the regional associates and individual associates and by directly organizing events, publications, meetings, tastings, study visits, formative courses and other activities on a national and international level, establishing clubs for open to the participation of third parties, non-members, experts and those interested in wine, through whom the intention is to increase the culture of wine. This contributes to the activation of regional and national policies of local development and favours the use of programs sponsored by the European Union to that end, paying close attention to the initiatives destined to the areas of oenology, collaborating in their development.

TITLE II – (ASSOCIATES)

Art.4 (Admission of Associates)

Non-profit associations with the same social goals with or without legal status may become ordinary members of the National Wine Tourism Movement Association. Non-profit consortiums of producers may also become ordinary members. Those who wish to become members must apply to the National Association attaching a draft of their statute, drawn up on the model defined by the National Association, which, nevertheless, must be approved by legal representation of the Association itself.

Art.5 (Qualification of Associates)

The associations mentioned in article 4 of the present Statue provided that they be in the form of Regional Associations (Provincial in the case of autonomous Provinces) as well as consortiums are part of the National Wine Tourism Movement Association.

Art.6 (Rights and duties)

The Association is founded on the principles of democracy and equality of rights of all of its associates, which are carried out through the norms that regulate the internal order of the committees and the activities. Adherence to the Association is indefinite and may not be for a temporary period of time, except for, in any case, the right to withdraw. The associates rightfully participate in the life of the organization contributing to and determining choices and its goals. Adhesion gives the associate the right to vote in Assemblies. Associates are required to pay an annual fee. The payment of such fee does not give other participation rights and, in particular, does not give the right to impart participation to third parties inter vivos or by cause of death. The annual fee must be paid within and not after the end of the 30th of June of every year; by the 31st of May of every year, each Regional Association is required to notify MTV– with a detailed list – of the number and names of the members. The omission even of one of the established duties (notification of the list of associates and payment of the annual fees) gives MTV justification to block the individual members of the defaulting Association from its website and to prevent the defaulting regional associations to use the trademark of any MTV initiatives.” The payments are not refundable under any circumstances. Membership in the Association is of a free and voluntary nature but involves all members in the decisions taken by its administrative bodies, as indicated in the Statute. The member is required to respect the present Statute and all regulations that are mandated by the Assembly of Members. Membership is lost:
· by cessation of the member association;
· by withdrawal;
· by default;
· by exclusion which may be imposed for associates whose behaviour is contrary to the goals of the association and who violate the norms of the Statue and duly adopted decisions and regulations. A member who does not intend on accepting exclusion by the Association may refer to the Ethics and Disciplinary Committee within thirty days of receiving the exclusion notice.

TITLE III

Art.7 (Administrative Bodies)

The administrative bodies within the Association are:
· the National Assembly of Members;
· the President;
· the Executive Committee;
· the Ethics and Disciplinary Committee;
· the Audit Committee.
The election of the administrative bodies may not be in any way bound or limited and are created with criteria of absolute freedom of participation of the electorate.

Art.8 (National Assembly)

The National Assembly is made up of all the Presidents of the Regional Associations and is the governing body. Its decisions, made in conformity with the law and of the Social Statute, oblige all associates, even if absent or dissenting. The National Assembly of Associates nominates a President who is a wine producer chosen from the associates of the Regional Associations. The President’s term is of 3 (three) years, and he/she may be re-elected only for a total of 2 (two) mandates, in order to alternate regional representatives. The Assembly also nominates a Vice President. The National Assemblies must be called at the Head Office or elsewhere, so long as it is in Italy and according to the following. For the approval of Financial Statement, the Assembly shall be called within six months of the closure of the fiscal year (which shall be from January 1 to December 31 of every year), while the discussion about the approval of the estimated budget for the following year will be inserted in the last annual Assembly. The Assembly is called by the Executive Committee, however it may be called upon request by at least three regional associations, within the period of 15 days from the request by the same. All the Presidents of the Regional Associations, which have paid their annual fees, have the right to vote. The Assembly is presided over by the President of the Executive Committee or, in case of his/her absence or impediment, by the Vice President. Each Regional Association President will have the right to express as many votes in the Assembly as are duly assigned to the Regional Association that he/she represents. In case of impediment to participating in the National Assembly by the President, each Regional Association may be represented by a delegate chosen by the same President so long as he/she is a member of the Regional Council or the administration office or may even be represented by another Regional President, but not more than twice. In the first convocation, any deliberations are decided upon by the majority of votes and with the presence of at least half of those who have the right to vote. In the second convocation, which must be held on a different day than the first, the assemblies are valid if the participants represent at least one third of the Regional Associations and the deliberations are made by the majority of the votes of the attendees (calculated on the total number of votes that each President may cast considering the number of associates in the Association which he/she represents). Notwithstanding the aforementioned provisions, deliberations concerning the modification of the Statute, change, fusion or cessation of the Association may be validly adopted both in the first or the second convocation with the presence of at least half of those eligible to vote and with the favourable vote of at least two thirds of the Presidents in attendance calculated per person (without counting, therefore, the number of votes that each President may cast based on the number of associates that he/she represents). In the deliberations concerning the approval of the yearly budgets (final balance or estimated budget) and in those regarding their responsibilities, the Executive Committee does not have the right to vote. The Assembly is required to:
· nominate the Executive Committee, the President, the Vice President, the Ethics and Disciplinary Committee and the Audit Committee;
· admit new associates and declare the exclusion of associates;
· establish the remuneration for the members of the Executive Committee;
· establish the amount of the annual fee;
· modify the Statute;
· outline the general guidelines of the activities of the Association and deliberate on the initiatives and the activities of the Association;
· dissolve the Association setting the rules to allocate the assets according to the provisions of Art. 22 of this Statute.
The Assembly may be called by a notice sent to the Presidents of the Regional Associations by email or fax with return receipt at least fifteen days before the Assembly. The notice must include the day, place and time of the Assembly, the date of a possible second convocation and the items of the agenda of the Assembly.

Art.9 (Executive Committee)

The Executive Committee is made up of an odd number of members, no less than three and no more than seven (including the President), nominated by the National Assembly from the Presidents of the member Regional Associations (as per Art. 8, comma 3 for the President). The members of the Executive Committee may receive remuneration decided upon by the National Assembly. The appointment to the Executive Committee lasts for three years, and the committee members may be re-elected, all or in part. The Executive Committee may delegate part of their duties to their own members.
The Executive Committee is required to:
· draw up and present the estimated Budget and the Financial Statement to the Assembly of Members;
· prepare the agendas of the Assemblies;
· organize and realize the national initiatives;
· draft any regulations that must receive the approval of the National Assembly;
· liaise and coordinate with the member Regional Associations.
The Executive Committee is called by the President at least once a month by notification indicating the date, time and place (in the Association office or elsewhere so long as it is in Italy, or by conference call) of the Committee meeting as well as the list of the items to be discussed sent by fax or email at least seven days before the set date of the meeting. The Committee is chaired by the President or, in case of absence or impediment, by the Vice President; in the case that both are absent, the Committee shall nominate a president of the meeting. The deliberations are chosen by the absolute majority of those in attendance. The Committee shall deem itself valid even in the case that the formalities in calling a meeting were not met when all of its members and the Audit Committee, if appointed, are present. Any member of the Committee who does not attend three consecutive meetings will be considered as having resigned. The Assembly of Members will arrange for the nomination of a substitute.

Art.10 (President)

The President is the legal representative of the Association with the power to sign. The President promotes, coordinates and supervises the activities; presides over the Assemblies, signs the Budget and the annual Financial Statement that is to be presented to the members; and supervises activities that use the Association name. The President enforces the operative goals with respect to the Assembly’s decisions. Furthermore the President acts as a liaison with national institutions, with the intent of collaborating on the goals and normative regulations of food and wine tourism.

Art.11 (Vice President)

The Vice President assists the President and substitutes him/her in case of absence or impediment.

Art.12 (Ethics and Disciplinary Committee)

The Ethics and Disciplinary Committee is made up of three elected members of the National Associates among the members, by secret ballot, must check and guarantee the implementation of the Statute and resolve any contrasts that arise in the Association. The members of this Committee have a mandate of three years and are chosen among the top personalities in Italian wine culture. The President is elected within the committee, and it is the President’s duty to call meetings and to receive notices from the Assembly of Members and associates. The Ethics and Disciplinary Committee must express its decision within two months from the moment in which it is requested, giving written notice to the involved parties and to the Assembly of Members. The decision of the Committee is irrevocable.

Art.13 (Audit Committee)

Should the National Association of Members sanction the appointment of an Audit Committee, or should its appointment be made obligatory by law, it shall be made up of three standing members and two substitutes, chosen from non-members, preferably among those registered as Auditors or certified members of the Board of Auditors. This Committee carries out its duties and exercises its authority as prescribed by the law, specifically, to draft an illustrative report on the Budget and Financial Statement. The Committee shall check the administrative and accounting documentation. The Audit Committee must participate in the Assembly of Members meeting without having a deliberative vote. This posting shall last for three years without the opportunity to be re-elected. There is no remuneration for members of the Audit Committee.

Art.14 (Regional Associations)

Agreed upon by the National and Regional Associations. The Regional Associations are created as non-profit and without legal representation from one same region, has as its purpose to develop wine tourism in its own territory autonomously and with its own administrative bodies. Each Regional Association is regulated by its own Statute, drawn up according to Art. 4 of this Statute. Each Regional Association, albeit associated with the National Association “Wine Tourism Movement”, has and maintains its own financial and administrative autonomy and is responsible for its own management by its own governing bodies to all civil, administrative and fiscal effects. The Regional Associations are however obliged to be aware of and implement this Statute and all the Regulations that shall be declared by the National Assembly of Members. All the initiatives and activities approved by the National Assembly of Members constitute priorities chosen by the Regional Associations and their associates which they must obligatorily abide by within the limits of their own financial situations. The minimum governing bodies of each Regional Association are:
· Regional Assembly of Members;
· President.
Each Regional Association is obliged to notify the National Association of:
· the list of Members at the time it becomes part of the National Association;
· any changes, either in the structure of the association or the administration, which occur within thirty days from the effective date;
· notifications about their own goals and initiatives.

TITLE IV – (ASSETS)

Art.15 (Assets)

The assets of the Association come from the following:
a) fees and contributions by the associates;
b) inheritances, donations and bequests;
c) grants from national and regional levels of government, local authorities, public institutions or authorities including those which sponsor specific and documented programs as reflected in the Statute;
d) contributions by the European Union and international organizations;
e) income from services rendered;
f) from the transfer of goods and services by associates and third parties, even through economic activity of a commercial, artisan or agricultural nature, as an auxiliary or subsidiary and, in any case, consistent with realizing institutional goals;
g) voluntary donation by associates or third parties;
h) income from promotional initiatives for the purpose of financing, such as parties and applications for awards;
i) other income consistent with the Association’s goals for the social promotion of associations. The Association is prohibited from distributing, even indirectly, any income or surplus however deemed, as well as funds, reserves or capital during the existence of the Association. It is obliged to use the income or surplus for the creation of institutional activities and to be directly connected to such activities.

Art.16 (Trademark)

The Association, in carrying out its activities and for the promotion of its own events, shall use the trademarks attached to this Statute. The trademark and/or trademarks of the Association may not be used by any member of the Association for purposes that are not expressly authorized by the norms of this Statute and Regulations or by the directives of the National Association of Members. No other individual person, company or association may use such trademarks without the written authorization and permission given by the National Association of Members according to the procedures established by the same.

Art.17 (Financial Year)

The Financial year commences on the 1st (first) day of January and closes on the 31st (thirty-first) of December of every year. After the closing of the financial year, the Executive Committee prepares the Financial Statement and within the month December of that year must present the estimated Budget for approval by the Assembly.

TITLE V – (CESSATION AND GENERAL REGULATION/ORDER)

Art.18 (Cessation)

In case of cessation, the deliberating Assembly, according to Art. 8, shall appoint one or more liquidators and is obliged to transfer any available assets to one or more authorities or institutions that are non-profit within the field of wine tourism, having consulted the inspection authority according to Art. 3, comma 190 of Law 662/96, except if otherwise established by the law.

Art.19 (Regulations)

The Assembly of Members, should they be required by the Association, shall prepare Executive Regulations.

Art.20 (Deferment)

For anything that may not be covered by this Statute, the Civil Code and any other relevant law shall be applied.