By-laws

BY-LAWS

               

                    

 

(As amended by the Extraordinary General Assembly of May 19, 2006)

 

The 2005 General Assembly, held last year in Tremozzo, gave our Association a long list of topics to work on in 2005/2006. It particularly acknowledged that, in the regulatory field, while cultures are not yet a prime focus to the EU, discussions are taking place everyday, that will affect our industry one way or the other.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EUROPEAN FOOD AND FEED CULTURES ASSOCIATION (EFFCA)

 

BY-LAWS

 

(as modified the 19th of May 2006)

 

TITLE I

 

Form – Definition and objectives – Name – Head office – Term

 

ARTICLE 1 – Form

 

As registered Association has been formed between the undersigned and such physical persons or legal entities which will adhere to these Articles of Association and fulfil the conditions hereinafter set forth.

 

 

ARTICLE 2 – Definition and objectives

 

The European Food and Feed Cultures Association will deal with safe living microorganisms other than yeasts used as processing aids in the food and feed industries.

 

The objective of this Association is to represent and protect the interests of its members in the food and feed cultures activities before any national, European Community, international or other administrative authorities qualified to:

 

·      prescribe standards, specifications, guidelines or regulations,

 

 

 

 

To that effect, the Association will act as representative of the joint interests of its members with those authorities, by providing any required information. It will participate in the work of any commissions and/or organizations whose positions are likely to affect the development of applications of food and feed cultures.

 

Its tasks also include maintaining the latter’s authorized applications through such actions as will be deemed appropriate.

 

The Association will also be in charge of collecting and circulating among its members any information pertaining to the use of food and feed cultures ant to their relevant applications.

 

Another purpose of the association is to provide the public with any information which could be useful for a better understanding of the positive role played by the cultures in the food and feed industries.

      

 

 

It is expressly agreed between the Association’s members that the Association shall have no activities other than those intended to serve, directly or indirectly, the above defined purposes.

 

Internal regulations may be adopted specifying the means of action available to the Association.

 

ARTICLE 3 – Name

The name of the Association shall be “European Food and Feed Cultures Association” (EFFCA).

 

 

ARTICLE 4 – Head office

The Head office of the Association shall be:

 

20-22 rue Brunel – CS 70080

75617 Paris Cedex 17

France

 

It may be transferred to another place in any country of the European Community if so decided by the Board of Directors and ratified by the General Assembly.

 

 

ARTICLE 5 – Term

The Association shall be deemed to have been found on January 1st, 1992 for an indefinite term. Financial years of the Association shall cover the period from January 1st to December 31st of any calendar year.

 

 

 

TITTLE II

 

Membership

 

 

 

ARTICLE 6 – Members of the Association

 

v Qualification

The Association shall have 2 different types of memebers as follows:

 

Ø Active members, which are companies in the food and feed cultures business, executing these Articles of the Association;

 

Ø Associate members, i.e. companies engaged in the same trade that will be admitted to membership any time after the setting up of the Association, being understood that their status shall be reviewed within three years to promote them to active membership, upon a 2/3 vote of the General Assembly, with access to all rights attaching thereto. The literature and services to be provided by the Association shall be made available to associate members; they shall attend General Meetings but shall have no voting rights and no seats on the Board of Directors.

 

 However, in the case of a group of companies, which has a majority share in several companies, only one of those companies is entitled to become an active member with the subsequent voting rights. The other companies controlled at more than 50% by the same group can become associate members.

 

Application are to be submitted in writing to the Chairman of the Board, and membership shall be granted by a vote of two thirds of present or represented Directors, subject to ratification by the General Meeting.

 

 

 

v Eligibility

 

Eligibility for active membership shall be restricted to those companies in the food and/or feed cultures business having production as well as marketing and selling activities in any EC Member State.

Research institutes shall not be eligible to become active member, but they could be associate members.

 

 

ARTICLE 7 – membership fees

 

Operating expenses of the Association shall be borne by active and associate members, in proportion as following:

Active members: full fee

Associate members: half of the active membership fee

 

Unless otherwise decided by an unanimous vote of the General Meeting under certain special circumstances.

 

Each member shall pay its fee in accordance with an annual budget proposed by the Board of Directors and adopted by the General Meeting. Membership fees shall be payable in advance at times to be fixed by the Board of Directors and shall definitely be the Association property.

 

 

ARTICLE 8 – Loss of membership

 

Membership will terminate if a member:

 

Resigning and voted-out members shall be expected to pay outstanding fees, if any, as well as those due in respect of the year during which they have lost membership.

 

 

ARTICLE 9 – Liability

 

Commitments entered into on behalf of the Association shall be guaranteed solely by the latter’s property, to the exclusion of any personal liability of any of its members or Directors.

TITLE III

 

Direction

 

ARTICLE 10 – Board of Directors

 

The Board of Directors shall be entrusted to a maximum of four Directors, chosen among the active members of the Association.

 

Such Directors shall be appointed by the Ordinary General Meeting.

 

Their term office shall be two years, and they shall be immediately re-eligible.

 

A legal person may be appointed as Director of the Association, provided that he shall then designate a permanent representative having full powers to represent him at meetings of the Board of Directors and at General Meetings.

 

In case of vacancy of a Director’s seat, the Board may co-opt a temporary substitute, subject to ratification of that appointment by the next Ordinary General Meeting. A substitute Director shall only remain in office until the normal expiration of this predecessor’s two-year term.

 

 

ARTICLE 11 – Board officers

 

The Board of Director shall elect among its members or their permanent representatives: a Chairman, a Vice-Chairman, a Treasurer and a secretary.

 

If deemed appropriate, the Board of Directors may designate more than one Vice-Chairman and deputy Treasurer.

 

Said officers shall be elected for a two-year term, and they shall hot be immediately re-eligible.

 

 

ARTICLE 12 – Meeting and proceedings of the Board of Directors

 

The Board of Directors shall meet at least once a year. Meetings shall be convened on the initiative of the Chairman or that the request of at least four Directors and shall be held whenever required in the Association’s interest, whether at its Head office or at any other place specified in the notice.

 

The agenda will be determined by the Chairman or by those Directors at whose request the meeting has been convened.

 

A quorum of at least three Directors in office will be required for the validity of any resolutions passed.

 

Decisions shall be taken by a majority of votes present or represented, with the Chairman having a casting vote in case of tie.

 

Directors may give proxies to act for them at meetings of the Board, but proxies shall be given solely to other Directors and a Director shall be given no more than proxy for any particular meeting.

 

Proceeding shall be recorded in a special minute-book signed by the Chairman and by the Adviser, who are jointly and severally entitled to deliver abstracts or copies from said minutes.

 

 

ARTICLE 13 – Powers of the Board of Directors

 

The Board of Directors will be fully empowered to act in the Association’s name and to have approved any and all actions or operations that are consistent with its purpose and are not within the competence of the General Meeting.

 

The Board of Directors may in particular ask for the collaboration of an adviser; lease such premises as the Association may require to carry out its tasks; have performed any transactions; purchase and sell any stocks and securities, or any personal property or chattels; make use of funds belonging to the Association; and represent it in court, whether as claimant or as defendant.

 

In the event internal regulations of the Association are established by its officers, the Board shall approve same and submit them to the Ordinary General Meeting.

 

The Board may set up committees and determine its composition and duties.

 

The Board may delegate all or part of its powers to the Chairman, to the Vice-Chairman or to one or more Directors, and may appoint as an assistant any expert or consultant of its choice.

 

 

ARTICLE 14 – Powers of Board officers and assistance of an Adviser

 

The Chairman shall control that the Board’s decisions are enforced and shall be responsible for the proper working of the Association, which he represents at law and in all acts of civil life.

 

If a Vice-Chairman is appointed his role will be to assist the Chairman in the performance of his office and to replace him in case of prevention.

 

The Treasurer or the certified public accountants appointed as auditors will examine and verify the accounts of the Association.

 

All cheques, bills of exchange, promissory notes and other acknowledgments of debt in the Association’s name shall be signed by the Chairman or the Treasurer or by any other designee of the Board.

 

For purposes of day-to-day management of the Association, the Chairman may under his sole signature authorize the Adviser, Manager or Counsel he will have designated by name:

 

Money shall be paid into said account out of the Association’s principal account, up to a maximum of one fourth of the then current annual budget. Refilling shall take place on the production by the authorized person – in charge of the local branch of the Association – of the documents in proof of expenses incurred to the Chairman and to cosigner.

TITLE IV

 

General Meetings

 

ARTICLE 15 – Attendance and frequency of Meetings

 

Association members will hold General Meetings which may be either Extraordinary where amendments to the Articles of the Association are involved, or Ordinary in all other cases.

 

Such General Meetings shall be attended by active, and associate members, with only the former of the two categories having voting rights.

 

Members of the Association may, upon notice in writing sent to the Head office, appoint other members as their representatives.

 

A General Meeting will be called once a year by the Board of Directors; it will be held on the day and at the time and place specified in the notice.

 

In addition, other Ordinary or Extraordinary General Meetings may be convened by the Board of Directors when deemed useful, or at the request of at least one fourth of the Association members.

 

 

ARTICLE 16 – Notice of Meetings and Agenda

 

Association members will receive notice of a General Meeting at least one month in advance, in a letter sent to each of them stating the reason for holding such a Meeting.

 

The Agenda will be determined by the Chairman and/or by the Board of Directors, or by those members of the Association at whose request the Meeting has been convened.

 

Meetings will be held at the Head office of the Association or at any other place specified in the notification.

 

Minutes of a General Meeting are to be submitted to the members for approval wjthin 60 days after its closing.

 

 

ARTICLE 17 – Officers

 

General Meetings shall be presided over by the Chairman of the Board, or in his absence by the Vice-Chairman, or else by a Director acting on the authority of the Board.

 

A counsel or member of the Meeting designated by the Chairman shall serve as Secretary.

An attendance list shall be drawn up, to be signed by Association members and certified by the Chairman of the Meeting.

 

 

 

 

 

ARTICLE 18 – Number of votes

 

Each active member of the Association shall have one vote, plus an additional vote for each member he will be empowered to represent? Associate members shall have no voting rights.

 

 

ARTICLE 19 – Ordinary General Meetings

 

The Ordinary General Meeting is competent to hear the Board of Director’s report on its management and on the moral and financial situation of the Association; approve or adjust the account of the year under review and vote the budget for the coming year; ratify the appointment of Directors, authorize any purchases of real property which the association requires to achieve its purpose, and any exchanges or sales of such property, as well as the creation of mortgages or raising of loans; and more generally, decide all matters of General interest and all those submitted to it by the Board of Directors, except where amendments to the Articles of the Association are involved.

 

Resolutions passed by the Ordinary General Meeting shall be valid if at least one third of the Association’s active members are present or represented.

 

In the event this quorum is not reached, a new Meeting shall be convened thirty days later, in accordance with the procedure described in Article 16 above. That second Ordinary General Meeting shall be competent to pass valid resolutions irrespective of the number of votes present or represented, but it may not decide any matters which were not on the agenda of the first Meeting.

 

Decisions shall be taken by a simple majority of the voters present or represented.

 

The General Meeting may only be attended by the Directors of the Association and by duly authorized representatives who are full-time employees of its member companies, to the exclusion of any commission agents, distributors or other agents including shareholders who are not employees of the engaged in legal, regulatory, technical, scientific or R&D activities, since business matters are entirely outside the scope and purpose of the Association.

 

 

ARTICLE 20 – Extraordinary General Meeting

 

The Extraordinary General Meeting is competent to amend these articles of Association in their entirety; it shall in particular decide that the Association should be dissolved before the end of its normal term, or should unite with other Associations.

 

Resolutions passed by the Extraordinary General Meeting shall be valid if at least half of the Association’s active members are present or represented.

 

In the event this quorum is not reached, a new Meeting shall be convened thirty days later, in accordance with the procedure described in Article 16 above. That second Extraordinary General Meeting shall be competent to pass valid resolutions, but only in respect of matters which were on the agenda of the first Meeting.

 

Decisions of this Extraordinary General Meeting shall be taken by a three-fourths majority of the voters present or represented.

 

 

TITLE V

 

Resources of the Association

 

 

ARTICLE 21 – Annual resources

 

Two different types of resources will be available to the Association namely:

 

Such resources will be used to cover the Association’s operating expenses and shall balance budget voted each year by the General Meeting.

 

The Association may also raise specific funds for the performance of certain operations by charging a special price to recipients of its services, in compliance with applicable  laws, rules and regulations.

 

Separate accounts of receipts and expenditures shall be kept for the day-to-day operating budget and for other activities covered by specific resources.

 

 

TITLE VI

 

Dissolution – Winding up

 

 

ARTICLE 22 – Dissolution – Winding up

 

In the event of dissolution of the Association, whether voluntary, statutory or compulsory, the Extraordinary General Meeting shall appoint one or more liquidators who shall be given full powers to realize the assets and discharge the liabilities.

 

 

ARTICLE 23 – Internal regulations

 

Should internal regulations as referred to in several of these Articles be established, such regulations shall have the same force as these Articles and shall be binding upon each member of the Association.

 

 

 

 

 

 

 

 

 

 

 

TITLE VII

 

Formalities

 

 

ARTICLE 24 – Registration and publication

 

Legal requirements in respect of registration and publication shall be fulfilled by the Board of Directors.

 

The bearer of an original certified copy of these Articles of Association shall be fully empowered to comply with such formalities.

 

 

ARTICLE 25 – Official language

 

The official language of the Association shall be English.

 

Should the French and the English version of these Articles of Association be construed differently, the English text shall prevail.

 

 

ARTICLE 26 -Law

 

The Association shall be governed by the French Act of 1 July 1901 and by the current rules applicable to associations, and by these Articles of Association.

 

Executed on May 19, 2006 in two original counterparts

 

 

 

 

Fabienne Saadane-Oaks

President