Statutes of AIG
Carried by the Mixed General Assembly on January 29th 2007.
I – THE ACADEMY
Article 1 : Form, Duration, and Registered Office
1-1 The International Academy of Gastronomy is a French non-profit Association, formed in Paris on September 21st, 1983, governed by the French Law of July 1st, 1901 and the Decree of August 16th, 1901, by the present Statutes and its Rules of procedure.
1-2The Academy shall be established for an unlimited period.
1-3 The Academy shall have its registered office at 34, rue Chaptal 92300 LEVALLOIS PERRET FRANCE. However it could be transferred in any locality in the same district or in any bordering district by simple decision of the Bureau, and everywhere else by decision of the Extraordinary General Assembly.
Article 2: Name, Official Language
2-1 The Academy shall be known as the: Académie Internationale de la Gastronomie
Association à but non lucratif pour la Sauvegarde et le Développement des Cultures et des Patrimoines culinaires
The Academy could also be known in current matters in its abridged name as the:
- Académie Internationale de la Gastronomie (hereinafter called the Academy)
- Or with the initials “AIG”
- Or using the “G” symbol of the Academy.
2-2 The official language of the Academy is French.
Article 3: Object
3-1 The purpose of the Academy is to protect and to develop the regional and national Culture and heritage in the art of cooking in collaboration with the Academies Members (National and Regional).
3-2 Therefore the object of the Academy shall be to study at the international level, all the range of matters related to the food and in particular related to the gastronomy. The Academy is qualified to give an opinion, and to formulate proposals to any official or private organization.
3-3 The Academy shall encourage, help and support any public or private initiative as well as any cultural and educational operation related to the food or the gastronomy.
3-4 The Academy shall encourage and reward programs of scientific research enlightening the specificities and properties of the different dishes and nutriments within their national or regional culinary origin, in the respect of their traditional qualities.
3-5 In general, the Academy shall create and offer prices and rewards and shall support and sponsor any event, study, or work and any task associated with the achievement of the foregoing objects.
3-6 The Academy shall encourage and patronize any edition, publication and communication likely to support its action and to contribute to the diffusion of its ideas.
3-7 The Academy shall not, in any circumstances, pursue profitable purpose or promote a commercial interest.
Article 4: Resources
4-1 The resources of the Academy include:
- The amount of the subscription fees and the contributions given by its different members which amount is determined each year by the Board of Directors,
- The subsidies that the Academy might be granted,
- The income of its goods and activities,
- Gifts, legacies, copyrights and royalties.
4-2 The allotment of these resources shall be decided by the Bureau within the framework of the estimated budget and in the respect of the purpose followed by the Academy.
II – MEMBERS OF THE ACADEMY
Article 5: Various categories
The International Academy of Gastronomy is composed of Members, National and
Regional Academies.
The International Academy of Gastronomy is also allowed to designate Honorary
5-1 Are Members of The Academy (hereinafter called Members):
- The de jure Members, e.g. the founder Members (Spain, France, Italy, Switzerland, United Kingdom).
- The National Academies and the Regional Academies from the various countries within the limit of three Academies per country.
5-2 Are Honorary Members:
- The personalities who were distinguished in the fields related to the foregoing objects of the Academy or who have rendered outstanding services to the Academy.
- The former Presidents of the Academy, who are therefore automatically « Honorary Presidents ».
5-3 Only Members, National and Regional Academies, are allowed to vote in General Assembly meetings.
Article 6: Admission
6-1 The admission of the Members of the Academy is decided by the Ordinary General Assembly meeting, on proposal of the Board of Directors, after examination of the application of the National or Regional Academy interested. The decision is taken by a simple majority of the voices. The Statutes and the composition of the applicants shall be compatible with the objects and the rules of the International Academy of Gastronomy.
6-2 The admission of the Honorary Members is decided by the Board of Directors on proposal of the Bureau, being reminded that the former Presidents of The Academy are Honorary Members de jure. The decision is taken by a 2/3 majority of the voices.
6-3 The decision by the Board of Directors should not have to be motivated.
6-4 The new Members’ applications shall be presented to the President who could nominate a delegate specially mandated to study the application and to present a report to the Bureau on each application.
The Bureau shall then present the application or the applications to the very next Board of Directors meeting.
6-5 The Board of Directors shall pass on to the very next General Assembly the list of chosen applicants to be admitted Members.
6-6 The new Members proposed by the Board of Directors and admitted by the General Assembly will be allowed to participate to the General Assembly meeting recording their memberships, but without voting rights. They will have the same rights to vote than the other members as soon as the next General Assembly meeting will take place.
Article 7: Duties
7-1 It shall be the duty of any Member of The Academy and of any Honorary Member to observe any disposition included in the Statutes and in the Rules of procedure, and to participate to the activities of the Academy.
7-2 Each year the Members shall pay a subscription fee. The Honorary Members are exempted from this fee.
7-3No Member or Honorary Member, nor their representatives in the General Assembly, in the Board of Directors and in the Bureau meetings, is personally responsible for the commitments taken by himself within the respect of the Statutes and the aim of the Academy. The liability is taken only on the whole resources of the Academy.
7-4Members and Honorary Members, as well as their Representatives seated at the Board of Directors and at the Bureau, shall not, in any circumstances, pursue profitable purpose or promote neither directly nor indirectly, a commercial interest using the frame of the International Academy of Gastronomy.
Article 8: Termination of membership or of honorary membership
Any Member or Honorary Member may resign from the Academy. The Ordinary General Assembly, on the Board of Directors proposal may also terminate the membership with a radiation if a Member fails to observe any rule of the present Statutes or for any other serious reason. The interested party shall have the right to provide explanations to the Bureau for examination.
III - ADMINISTRATION
Article 9: Board of Directors : Composition, Election, Nomination, Competences, Obligations and Duties, Others
9-1 Composition
The International Academy is managed and directed by a Board of Directors made up from 12 to 15 Administrators. Each founder Academy (Spain, France, Italy, Switzerland, and United Kingdom) is an automatic de jure Member of it and shall choose a representative. The other applicants are elected by the Ordinary General Assembly amongst the representatives of the National or Regional Academies.
9-2 The President
The Board of Directors proposes its President amongst the Administrators to the Ordinary General Assembly. The President of the Board of Directors is at the same time President of the Academy.
9-3 Powers
The Board of Directors has the most extended powers within the limit of the aim of the Academy and the matters expressly reserved to the decisions of the General Assemblies.
It may assist the President for any purchase, transfer of rights or property, lease, necessary to the working of the Academy within the limits of the approved budget.
The Board of Directors controls the administration of the Bureau.
The Board of Directors is the only one entitled to provide prizes or rewards and to decide on sponsorships.
The Board of Directors decides to apply in Court or to issue a writ.
9-4 Resignation
In case of resignation of one of the Administrators, the very next General Assembly meeting will elect a new one amongst the Members who showed themselves as candidates, provided that they are the representatives of an Academy Member not yet represented at the Board of Directors.
9-5 Presence at the meetings
Due to willing of transparency, the Representatives at the General Assembly of every National and Regional Academies, as well as the Honorary Members, shall have the faculty to attend the deliberations of the Board, without any voting right if they are not already Administrators.
9-6 Duration of the mandates
The Administrators are elected for a 2 years term that can be equally renewed.
9-7 Death
In case of death or resignation of one of the Administrators, the very next General Assembly, in the respect of the conditions above mentioned, will elect new Administrators to complete the Board of Directors in the respect of the article 9-4.
9-8 Quorum
The Board of Directors shall have a quorum if at least half of it members are present or represented, on first convocation, or at least 1/3 on the second convocation, the period of notice being then brought back to 2 days.
9-9 Meetings
The Board of Directors shall meet at least twice a year and every time when necessary.
Article 10: Bureau
10-1 Presidency
The President of the Bureau is the President of the Board of Directors and of the Academy.
In case of inability of the President, the meeting of the Bureau is chaired by the oldest Vice-President.
10-2 Members of the Board of Directors
The President shall nominate the members of the Bureau and confirmation is given
by a simple majority vote of the Board of Directors.
Members of the Bureau shall be designated amongst the Administrators. Amongst them shall be appointed at least:
- One or more Vice-Presidents,
- The Treasurer,
- The Secretary-General.
10-3 Competence and Authority of the Bureau
10-3-1 The competence of the members of the Bureau (the President, the Vice President, the Treasurer, the Secretary-General and others…) is defined in the Rules of Procedure or by the Board of Directors.
10-3-2 The Bureau shall fulfil the functions and the role of an Executive Committee. It shall execute the decisions of the Board of Directors and make them effective. It is in charge of the management and the current administration of the Academy.
10-3-3 The Bureau shall study all the questions to be asked and shall prepare the decisions to be submitted to the Board of Directors.
10-3-4 The Bureau is the only one entitled to confer the Honorary Medal of the Academy.
10-4 : Majority
The Bureau takes its decisions by a simple majority of its members present or represented. In case of a tie the President shall have a casting vote.
10-5 Meetings
The meetings of the Bureau shall take place every 4 months and more if necessary
at the request of the President or of the majority of its members.
10-6 Inability
In case of inability of the President, the meeting of the Bureau is chaired by the
Oldest Vice-President; if not, the members shall nominate a President for the meeting.
Article 11: The President of the Academy
11-1 Nomination and Re-election
The President of the Academy shall be elected by the Ordinary General Assembly for a two years term. He can not exercise more than two consecutives mandates. However, he will be allowed to exercise a third mandate, if re-elected by the Extraordinary General Assembly.
11-2 Powers
11-2-1 The President of the Academy shall convene and chair the meetings of the General Assembly, the Board of Directors, and the Bureau. The President of the Academy is the President of the General Assembly, the President of the Board of Directors, and the President of the Bureau.
11-2-2 He shall decide and schedule expenditure.
11-2-3 He shall represent the Academy in all civil matters and in any judiciary process. In the event of extreme urgency, he shall engage the Academy in any legal action on his own authority, except referring to the Board of Directors as soon as possible, which will decide on the following giving.
11-2-4 He can officially delegate part of his powers to members of the Bureau or to any people especially appointed by him.
11-2-5 With the assistance of the Bureau, he shall draw up the moral report of the Academy on the actions carried out, in progress or those planned.
11-3 Inability of the President
In case of temporary inability of the President, the oldest Vice-President shall
exercise his functions until the end of the inability or the nomination of a new
Article 12: Delegates of the President
12-1 The President can nominate Delegates chosen amongst the Administrators or outwards the Board of Directors, whose mission shall be to ensure the organization of meetings and events, and generally speaking to fulfil all the missions entrusted by the President.
12-2 They shall attend the Board of Directors meetings regarding their delegation without taking part in the votes if they are not Administrators as well.
12-3 They can not receive any salary but could be refunded of their expenses on justifications.
Article 13: Budget, Accounts of the exercise, Auditors
13-1 The budget is drawn up by the Bureau and submitted to the agreement of the Board of Directors.
13-2 The budget is voted and approved by the General Assembly on the proposal of the Board of Directors.
13-3 The amount of the annual subscriptions fees of the Members is fixed in the budget and approved by the General Assembly.
13-4 At the end of each exercise, which is of 12 months duration, the Board of Directors shall strike a balance, which is established on December, 31st of each year.
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13-5 The accounts are then submitted for approval to the Ordinary General Assembly in the 6 months following the end of the financial year.
13-6 The annual accounts and the Budget will have to be deposited on the desk of the General Assembly as soon as they are established and at the latest at the beginning of the meeting.
13-7 If there is a need, a titular Auditor could be nominated by the Board of Directors
which fixed the duration of his mandate and his mission.
13-8 The Auditor can not be a member of the Academy.
Article 14: Mode of consultation of the Board of Directors and of the Bureau
14-1 The Board of Directors and the Bureau can take decisions by any way of consultation making it possible to check the expression of the votes; they also can result from an official report.
14-2 The President shall decide of the mode of consultation. The meeting could be held in any place.
14-3 The convocation or information is carried out by all means, at least 15 days before the date appointed for the meeting.
14-4 Except agreement taken unanimously by the Administrators or the members of the Bureau duly present, the decisions are related only to what appear in the agenda.
14-5.An Administrator can only be represented by another Administrator. The mandate can be given by any way. An Administrator member shall represent only two others and not more In case of a dispute, the burden of proof shall fall on the one who claims the irregularity of the mandate.
14-6 The decisions are subjected to an official report which must be signed by the President of the meeting, the Secretary-General or the Secretary of the meeting and one Administrator present at least.
14-7 The vote can be materialised either by mail, or by e-mail, or by facsimile.
The Administrators concerned have a 15 days deadline from the dispatch date of the draft to give their vote. The vote shall be expressed with the date and the signature and sent to the Academy.
14-8 Consultation by teleconference
The initiator of the meeting shall give notice to the Administrators or to the members of the Bureau of the date of the consultation. After the consultation occurred he shall have to draw an official report on the result of the decisions and the result of the vote. The official report shall be addressed to each Administrator or member of the Bureau who made the request of it.
Article 15: Ordinary and Extraordinary General Assemblies
THE GENERAL ASSEMBLY
15-1 Composition - Participation - Representation
15-1-1 The Ordinary and Extraordinary General Assembly meetings are attended exclusively by the Members, National and Regional Academies.
The representatives of the Members (National and Regional Academies) shall present their mandate.
They can attend the General Assembly meetings with no more than 4 representatives, but with only one right to vote in the respect of article 15-2.
15-1-2 Only the members up to date with their obligations to the Academy can attend the General Assembly meetings.
15-1-3 Every member of the Academy prevented from going to the Assembly meetings can give a written capacity to any other member to represent him, with specific instructions on how to vote. Every present member shall not be titular of more than two capacities with instructions.
15-2 Rights to vote
Only Members have the right to vote:
- Two voices for each Member for the founder Academies,
- One voice for each Member, national or regional Academies.
In any event, no country shall have more than 3 voices.
The Honorary Members shall nevertheless attend and take part in the deliberations
of the General Assemblies but without voting rights.
15-3 Presidency
The Ordinary or Extraordinary General Assemblies are chaired by the President or, in the event of inability, by the oldest Vice-President.
If any need of it, the General Assembly can nominate its President for the meeting.
15-4 Convocation
For all the Assemblies meetings, the convocations must be carried out at least thirty days in advance. The convocation shall include the Agenda, the draft Resolutions settled by the Board of Directors, possibly the work report of the Board of Directors, the financial statement and the moral report. The convocation and the information are validly carried out by insertion in the bulletin of the Association or the setting on line of these elements on the Internet site of the Academy.
15-5 Quorum
The Ordinary and Extraordinary General Assemblies shall rule on all the questions submitted in the majority of half the Members on the first convocation, or 25% of the Members on the second convocation, the period of notice being then brought back to 15 days.
In case of no instructions for the vote given in the capacity, it will be accounted for the quorum but will not be taken in account for the vote.
THE ORDINARY GENERAL ASSEMBLY MEETINGS
15-6 Meetings
The Ordinary General Assembly shall meet once per annum at a date fixed by the
Board of Directors on proposal of the Bureau. The convocation by the Board of
Directors is carried out by all ways.
15-7 Majority
All the decisions of the annual General Assembly are taken by the simple majority
Of the members present or represented.
15-8 New members and Board of Directors
The Ordinary General Assembly shall admit new members on the proposal of the
Board of Directors. It shall register new Honorary Members following the decision
of the Board of Directors, and shall elect the Board of Directors.
15-9 Election of the President
The Ordinary General Assembly, on the proposal of the Board of Directors, shall
nominate the President of the Academy, who shall be at the same time, the
President of the Board of Directors, and of the Bureau. He is elected at the simple
majority for his two first mandates.
15-10 Powers
15-10-1 The Ordinary General Assembly shall rule supremely on all the questions related to the working of the Academy, give all authorizations to the Board of Directors and to the President to carry out all operations entering the object of the Academy which are not contrary to the provisions of the law of July 1st, 1901 and for which the capacities which are conferred to them by the Statutes would not be sufficient.
15-10-2 The annual Ordinary General Assembly shall vote the program and the budget for the following year and approve the accounts of the past exercise and the moral report, and give final discharge to the Board of Directors.
THE EXTRAORDINARY GENERAL ASSEMBLY MEETINGS
15-11 Convocation
The Extraordinary General Assembly meeting can be convened by the Board of Directors in the event of exceptional circumstances and in particular for any modification of the Statutes, transfer of the registered office included.
15-12 Powers and majority
The Extraordinary General Assembly shall rule on all the questions submitted in the majority of two thirds of the members present or represented. It is the only way to amend the Statutes, to order the dissolution of the Academy, its fusion with any other association operating within a similar object, or its affiliation with any Union of associations and to decide on the transfer of the registered office.
15-13 The third mandate of the President
The Extraordinary General Assembly shall elect the President of the Academy in case of an application for a third mandate.
V – RULES OF PROCEDURE
Article 16:
Rules of procedure are established by the Bureau, submitted to the Board of Directors and approved by the Ordinary General Assembly. Those rules are intended to settle different points not forecast by the Statutes and/or to precise the enforcement, particularly regarding the operating working of the Academy. The rules can be modified only with the approval of the Ordinary General Assembly.
VI – WINDIND UP
Article 17: Conditions of the winding-up of the association
The voluntary or compulsory winding-up of the Academy shall be decided upon by an Extraordinary General Assembly which shall decide upon the disposal of the assets of the Academy.
The decision shall designate the public-owned or private charity organizations of public utility to which the assets will be made available, after all the debts and winding-up expenses have been paid.
The Assembly shall name one or more members of The Academy vested with all the powers necessary to the winding up to ensure the whole operations of liquidation. In any case the assets shall be shared between the members of the Academy.
VII - COURTS
Article 18 - Courts
The competent Court for all actions concerning the Academy is that of its registered Office, even though the matter would concern contracts signed with firms or other establishments located in other places. The applicable law shall be in all cases the French Law.