Cervim Statute

 


CERVIM STATUTE


HEADING 1

General Regulations


Article 1.  Constitution and Denomination

An association denominated CERVIM has been set up for the activity of research, study and protection, co-ordination and advancement of mountain viticulture, understood as being characterised by permanent structural difficulties such as steep slopes or difficult orographical conditions such as:

  • - cultivation of vines on slopes with a 30% gradient and/or altitudes above 500 metres, with the exception of wine-growing on upland plains;
  • - vineyards on terraces or steps.
CERVIM’s activity in addition is understood as extending to wine-growing on small islands characterised by structural difficulties (e.g. salinity, impossibility of mechanization) and by permanent character of isolation and within a structural and socio-economic context penalised from the point of view of business profitability.


Cervim has legal personality under private law and is disciplined - except for that foreseen by the Aosta Valley regional law number 17 of 11/08/2004, - by the present statute, the civil code and the implementation of the same and by the regulations.



Article 2.  Objectives and Aims

CERVIM follows international objectives and is non-profit

CERVIM has the following aims:


  • a) safeguard, sustain, advance and promote mountain viticulture;
  • b) have relations with public and private bodies who in any way are concerned with the protection and advancement of the wine-growing sector, also through the stipulation of agreements and conventions;
  • c) promote technical, scientific, cultural and promotional activities concerning mountain viticulture, including the organisation of travelling competitions on mountain wines;
  • d) favour the presence of Man in the mountain wine-growing zones, the preservation of the environment, landscape protection and the maintenance of the social and cultural fabric, a prerequisite for rural development;
  • e) promote solutions aimed at the protection of mountain territories, the reduction of production costs and grape-transformation costs;
  • f) advance the quality of mountain wines, developing research, technological innovation and the presentation of the knowledge acquired;
  • g) propose itself as co-ordinator of mountain viticulture with organisations and institutions operating at regional, national and international levels;
  • h) manage, through co-partnership with other public or private bodies, promotional activities, including economic-commercial ones, aimed at the pursuit of the association’s aims.
CERVIM will have relations with all the national and international organisations working in the corresponding sectors of activity and will collaborate with organisations created for the protection of vines, wines, their environments and related areas.



Article 3. Legal premises

The legal premises of CERVIM are in Quart (Aosta Valley).  The stated legal premises can be transferred within the territory of the Autonomous Region of Aosta Valley upon resolution of the Assembly.


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Article 4. Length of Term


The length of term of CERVIM is unlimited.



HEADING II

Components of CERVIM


Article 5.  Members

The following can become part of CERVIM:  legal bodies, organisations and entities, both public and private, who because of their working or study activity are interested in the carrying out of the institutional objectives as stated in Article 2.

The members are divided into the following three categories:

  • 1) category A: this category is made up of Regions, Provinces, inter-professional regional organisations with mountain viticulture surface areas of over 5,000 hectares, similar bodies and organisations of other Nations;
  • 2) category B: this category is made up of Municipalities, Mountain Consortiums, regional inter-professional organisations with mountain viticulture surface areas below 5,000 hectares, Provinces of Regions already adhering, organisations and/or bodies for the advancement and promotion of vine- and wine-growing at local level, regional instrumental bodies, Chambers of Commerce or similar of other Nations;
  • 3) category C: this category is made up of founding members, single and/or associate wine-growing concerns, the institutions and research bodies or similar of other Nations.

In order to be a member of CERVM you need to present an appropriate request to the Board of Directors, specifying also the category of membership, the location and characteristics represented by wine-growing under Article 1.



Article 6.  Membership dues

All CERVIM members are obliged to pay annual dues.

The amount of dues is estimated as follows:


1)     members belonging to Category A:   €10,500.00;

  • 2) members belonging to Category B: €1,600.00;
  • 3) members belonging to Category C: €100.00.

These sums can be changed upon resolution of the Assembly following the proposal of the Board of Directors.

The annual dues of Aosta Valley are to be considered as included in the contribution paid out under Regional Law 17 of 11/8/2004.



Article 7.  Loss of Membership.

Membership of CERVIM is lost:

  • - by termination, if a body or legal entity;
  • - by withdrawal, to be communicated to the Board of Directors by means of written declaration which comes into effect at the end of the current year on the condition that at least three months’ notice is given;
  • - for exclusion decided by the Assembly, where there have been actions or behaviour which cause moral or material damage to the association;
  • - for the lack of payment of dues for two consecutive years.


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HEADING III

The organisations of CERVIM


Article 8.  Organisations

CERVIM’s organisations are:

  • - the Assembly of the Members;
  • - the Board of Directors;
  • - the Board of Auditors;
  • - the Technical-Scientific Committee.


The Assembly of the Members


Article 9.  Composition and Convocation,

There can be regular or special Assemblies.

The Assembly is made up of all the members belonging to CERVIM who take part through their own representative.

All members who are up to date with payments of their dues to the association have the right to intervene.

The Assembly is chaired by the Chairman of CERVIM.

For each meeting the Assembly nominates a Secretary who will write down the minutes of the meeting, which must be undersigned by the Chairman of the Assembly and the Secretary.

The convocation is made by the Chairman with written notice to be communicated at least fifteen days before the date of the meeting, which can take place at the legal premises, or at another seat.

The meetings of the Assembly can also be held in video-conference.



Article 10.  Regular Assembly.

The Regular Assembly meets at least once a year.

The Assembly:

  • a) determines the number of components of the Board of Directors and nominates them, with the exception of the administrators nominated by the Autonomous Region of Aosta Valley according to the law;
  • b) nominates the two permanent components and the two deputies of the Board of the Auditors as specified under Article 16;
  • c) nominates the Technical-Scientific Committee following the proposal of the Board of Directors;
  • d) approves the annual account and the report of the Board of Directors, the budget and the annual programme of activities;
  • e) determines the fees of the Chairman and the Members of the Board of Directors, the Technical-Scientific Committee and the Board of Auditors;
  • f) approves the internal regulations;
  • g) decides on all other matters reserved to its competence by the Law and the present statute.


Article 11.  Special Assembly.

The Special Assembly:

  • a) approves and modifies the Statute;
  • b) decides on the dissolution of the Association and nominates or substitutes the receivers.

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Article 12.  Constitutive and deliberative Quorum

For the legal constitution of the Assembly on first convocation and for the validity of its resolutions the presence is needed of at least 50% of those members registered.  The date of the second convocation must be stated in the same notice as the first convocation and must not be later than 30 days after the first;  the assembly in second convocation is valid whatever the number of members present or represented.

Regular Assembly resolutions are decided by majority vote.

The Special Assembly deliberates:

  • - by majority vote or by written delegation of at least three-quarters of the members for the approval and modification of the Statute;
  • - with the majority of at least three-quarters of the members registered for the dissolution of the association and the transfer of the assets.


The Board of Directors


Article 13. Composition, constitution, length of term and renewal.

The Board of Directors is made up of at least seven and no more than fifteen members;  at the Board meetings the following can be invited but without voting rights:  representatives of the Ministries of Agricultural Policy concerned, a representative of the European Commission and the “Organisation Internationale de la Vigne et du Vin” (0IV), as well as the members of the Board of Auditors and the Chairman of the Technical-Scientific Committee or his delegates and the Director.

The Chairman and two components are nominated by the Regional Government of the Autonomous Region of Aosta Valley.

The members of categories B and C have the right to nominate a single common representative in the Board of Directors.

The Board nominates the Vice-Chairman.

The functions of Secretary of the Board of Directors are carried out by the Director of CERVIM.

The Board of Directors has the right to constitute an Executive Committee whose composition and whose operations are regulated by the same Board of Directors.

The Board of Directors lasts for three years and its members can be re-elected.

In the case of the decease or resignation of a Board member before the expiry of the mandate, the Board will see that notice of the event be given as soon as possible to the competent organisation for substitution to take place:  the substitute Board members thus appointed will remain until the end of the current three-year period.

If, for any reason, the number of Board Members is reduced to fewer than two thirds, the entire Board of Directors is considered lapsed and must be totally renewed.



Article 14.  Duties of the Board of Directors.

The Board of Directors is the executive organisation for following and executing CERVIM’s objectives, as decided by the Assembly, for all regular and special administration activities, excluding those reserved under the Law and the Statute of the Assembly.



Article 15.  Functioning of the Board of Directors.

The Chairman of the Board of Directors is by right the Chairman of CERVIM and he has the signature and legal representation.

It is the Chairman’s duty to convoke the Board of Directors, fixing the agenda and chairing the sessions.

The meetings of the Board of Directors can take place in video-conference.

In case of absolute urgency or necessity, the chairman can take urgent measures but with the obligation to submit them for ratification during the next meeting of the Board of Directors.

In the absence of the Chairman, the relative duties are carried out by the Deputy Chairman.







The Board of Directors meets at least once a year in order to present the annual account and the budget as well as each time it is necessary on the request of at least a third of its components.

The resolutions of the Board of Directors are valid if at least half the number of the Board members take part in the meeting.

The resolutions of the Board are taken by majority vote of the members present;  should there be equal votes, the Chairman has the deciding vote.



The Board of Auditors


Article 16.  Composition, constitution, length of term and renewal.

The Board of Auditors is made up of three permanent members, one being the Chairman and two deputies.

The position of auditor is not compatible with that of member of the Board of Directors.

The chairman of the Board of Auditors is nominated by the Regional Government.

The other components, permanent and deputies, are nominated by the Assembly.

The Auditors are nominated for a three-year term and can be re-elected.

The position of Auditor is paid;  the fees are determined by the Assembly.



Article 17.  Duties of the Board of Auditors

The Auditors take part in the meetings of the Board of Directors and the Assembly, they control the administration, check on the observance of the Law and the present Statute, examine the annual account and the budget to be presented to the members of the Assembly.

Once a year the Board of Auditors sends the Regional Government the report attached to the annual account, illustrating the activity carried out.



The Technical-Scientific Committee


Article 18.  Composition and length of term of the Technical-Scientific Committee.

The Technical-Scientific Committee is made up of experts in the sector of mountain wine-growing nominated by the Assembly following proposal of the Board of Directors.  The number of components of the Technical-Scientific Committee is variable and is decided by the Assembly.  The Technical-Scientific Committee can in addition have the assistance of experts nominated by the Board of Directors.

The Technical-Scientific Committee has a three-year term and its members can be re-elected;  this committee however lapses when the Board of Directors lapses.



Article 19.  Duties of the Technical-Scientific Committee

The Technical-Scientific Committee contributes for its competence and importance to the pursuance of the objectives stated in Article 2 of the Present Statute;  it collaborates with the Board of Directors in preparing the programme of activities and draws up, at the end of its term, a report on the activity carried out.



Article 20.  Functioning of the Technical-Scientific Committee.

The Technical-Scientific Committee elects from among its components a Chairman and Deputy Chairman.  It meets on the initiative of the Chairman or Vice-Chairman or the chairman of the Board of Directors.

The minutes of the meetings must be written down and sent to the Board of Directors.

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The Director


Article 21.  Nomination and duties.

The Board of Directors nominates a Director with the task of seeing to the administration of the association and working as determined by the Board of Directors.

The Director is responsible for the correct execution of the Programme of Activities and personnel management of CERVIM.

The Director takes part in the meetings of the Board of Directors, the Technical-Scientific committee and the Assembly.



HEADING IV

Assets and dissolution of CERVIM


Article 22.  Income of CERVIM.

In addition to the income under article 11 of the Regional Law of Aosta Valley n.17 of 11/08/2004, CERVIM’s income is also made up of:

  • - income from eventual commercial activity, which must be marginal and in any case finalised in the following of the objectives, under Article 2;
  • - income from supply of services given to members or third parties;
  • - interest on capital owned by CERVIM;
  • - income from the renting of property of which CERVIM may eventually be owner;
  • - voluntary contributions, legacies and donations;
  • - any other resource not contrary to current laws.


Article 23.  Termination and dissolution.

CERVIM is dissolved other than for causes foreseen by the law:

  • - should for any reason, there be no more members;
  • - should for lack of assets and/or lack of liquidity, CERVIM is no longer able to pay its bills.
The Assembly can decide at any time on the dissolution of CERVIM.  In this case the decision must be taken with the favourable vote of three-quarters of the associates.



Article 24.  Liquidation of the assets.

In the case of termination or dissolution of CERVIM the liquidation of the assets will take place according to law.



HEADING V

Internal Regulations


Article 25.  Internal regulations

Particular working and executive rules in the present statute can be eventually arranged with internal regulations drawn up by the Board of Directors and approved by the Assembly