There is hereby constituted an Association between subscribers to these Articles of Association and those who will subsequently become subscribers. The said Association is governed by the French law dated 1st July 1901 and the legislative texts currently in force amending it or adding to it, and by these Articles of Association.
The Association is an apolitical professional organisation with the purpose of:
In order to achieve its purpose, the Association intends to make particular use of the following methods of action:
The name of the Association is “WORLD ASSOCIATION OF CHEFS’ SOCIETIES (WORLDCHEFS)”. The World Association of Chefs’ Societies remains the official name of the Association. However, for commercial and communication purposes, we can use the brand name WORLDCHEFS reference to motion and voted on in Norway in 2014.
The registered office is based in: 310 rue de la Tour, Centra 278, 94150 Rungis Cedex.
It may be moved to any other location in the same city by decision of the President, and anywhere else by decision of the Board of Directors; ratification by the General Meeting will be necessary.
The Association is constituted for an indeterminate duration, starting from the declaration made in compliance with French law of 1901 and its publication in the Official Journal.
The association is made up of:
a) Founder members, namely:
The said founder members constituted this association in order to pursue the objectives of the 17 countries that met in 1928 at the Sorbonne in Paris.
b) Active members, namely:
c) Affiliated member societies: these have a provisional membership status that may not last longer than a period of five years. Affiliated member societies allow associations to be developed in new countries to help them become members of WORLDCHEFS.
Affiliated member societies may only join the Association after approval by the Board of Directors.
Affiliated member societies have no right to vote.
d) Honorary members: these are people upon whom the Board of Directors have conferred this capacity because of their exceptional moral, intellectual or financial contribution to the goals pursued by the Association, particularly those who have given service to the culinary profession in general.
Honorary members have no right to vote.
Associate and Corporate members may join following the recommendation by a National Member Society of WORLDCHEFS or by a Continental Director.
Applications for membership must be sent to the Managing Director of WORLDCHEFS office which in turn will present to the Board of Directors, which shall consider the applications along with views from National Presidents.
Associate members have no right to vote.
Applications for membership in one or more categories of WORLDCHEFS membership must firstly be submitted to the Continental Director, who will submit it to the Secretary General to deal with the application taking into consideration of the conditions for becoming a member.
Applications to be admitted as National Member Societies must include documentation proving their legitimate existence for a period of at least two years as a national society, and recognition by their national government.
At the Association’s General Meeting, the Board of Directors shall present applications for membership that have been given prior approval by the Secretary General. National Member Societies must then vote definitively on the applications for membership, applying the majority set out in Article 29 below.
In the event that an application for membership is presented from a society in a country that is already represented in the Association, membership will only be granted after gaining the agreement of the national society already represented.
One ceases to be a member by:
Members belonging to one of the categories set out in Article 7 above, with the exception of honorary members, shall pay an annual subscription. The amount and expiry date of the said subscription shall be set each year by the Board of Directors.
The Association’s resources include:
In the four months following each financial year, the WORLDCHEFS office shall draw up annual accounts according to the standards in the general accounting plan.
The financial year begins on 1st January and ends on 31st December of each year.
The Association shall set up a reserve fund of which the specific purpose is partly to cover the financial commitments that the Association supports as part of its functions, and to meet all or part of the obligations it has undertaken; and partly to take up voluntary assistance and facilities made available free, such as premises, equipment and staff, that would otherwise be lacking.
The mechanisms for running and building up this reserve fund shall be set by the Board of Directors.
In the case of contributions of moveable or immoveable assets to the Association, the contributor’s claw-back shall be exercised in accordance with the provisions set out by the agreements concluded with the Association, as validly represented by its President.
Those standing for the Presidium as a President from 2020 onwards must have been involved with WORLDCHEFS as a Continental Director or in the capacity as a subcommittee Chairperson.
The Association is run by an Executive Committee made up of:
The President is elected by the General Meeting on the majority conditions set out in Article 29 of these Articles of Association. The elected President appoints the Vice-President and the Secretary General, who may belong to a different fully paid up National Member Society. The President will coordinate consultation with member society leadership to ensure transparency.
Legal entities are represented by their acting legal representative, or by any other person whose authorisation to this effect has been notified to WORLDCHEFS.
Members of the Executive Committee are elected for a term of four (4) years and may only stand for a maximum of two (2) terms in office. Any changes due to extenuating circumstances must be approved and voted on by the Board of Directors.
The duties of a member of the Executive Committee cease upon:
Without prejudice to their respective remits defined below, members of the Executive Committee are collectively responsible for preparing and implementing the decisions of the Board of Directors. As well as the foregoing, they put forward the Standing Rules of the Association for the approval of the Board of Directors.
The Executive Committee meets as often as the interest of the Association demands when a meeting is called by the President, who sets the agenda.
The meeting may be called by any method, even verbally, at least eight days in advance. Decisions are taken by a majority of the members present. In the event of a tied vote, the President has a casting vote.
Minutes of Executive Committee meetings shall be kept in an ad hoc binder and signed by the President and the Secretary General.
The Executive Committee’s procedures are specified and completed in a Standing Rules document.
The President combines the functions of chair of the Executive Committee, the Board of Directors and the Association.
The President is responsible for the daily running of the Association, acts on behalf of the Executive Committee, the Board of Directors and the Association, and in particular:
The Vice-President assists the President to exercise his or her duties.
The Vice-President shall replace the President in the event of prolonged or permanent inability to discharge his or her duties, according to the procedures set out in the Standing Rules.
The Secretary General supervises the proper functioning of the Association in material, administrative and legal terms. The Secretary General takes the minutes of meetings and deliberations of the Executive Committee, the Board of Directors and General Meetings, or causes them to be taken under his or her control. In particular, the Secretary General keeps the special register envisaged in Article 5 of the French law dated 1/7/1901 and in Articles 6 and 31 of the decree dated 16/8/1901, or causes it to be kept.
The Secretary General carries out the formalities set out in the said Articles, or causes them to be carried out under his or her control.
The Treasurer position will be replaced by the Assistant Vice President, who will undertake to have a committee to review financial governance of the World Association of Chefs’ Societies. This position has no voting rights and is by appointment from the Board & President.
The Managing Director of the World Association of Chefs’ Societies office draws up the annual accounts of the Association, or causes them to be drawn up under his or her control. The Managing Director from the World Association of Chefs’ Societies office puts out the annual call for subscriptions, or causes it to be put out, and draws up a financial report that he or she presents to the Board of Directors along with the annual accounts, or causes it to be drawn up, in conjunction with the appointed registered accountancy firm.
The Managing Director pays expenses and deposits receipts, or causes them to be paid or deposited under his or her control. Refer to standing rules 4.1
The Continental Directors represent the continental areas of Africa and the Middle East (1), the Americas (1), Asia (1), Europe (3) and the Pacific region (1). The Continental Directors are elected by the current member countries of their designated region or of a continent assigned to them in the current official geographical list of members.
The Continental Directors are elected at the bi-annual Conference, alternating with the elections to the Executive Committee, for a term of four (4) years, but no more than two(2) terms referring to Standing Rules 3.2.5.
The Continental Directors are elected from the National Member Societies which do not belong to the WORLDCHEFS Executive Committee.
The Continental Directors represent the National Member Societies in their respective regions and shall notify the Board of Directors about all subjects that are important to the Association, including professional matters, matters of training, organising support and new memberships.
In the event of resignation, death or inability to carry out the duties of Continental Director, the defaulting Director shall be immediately replaced by the current member countries of his or her designated region or of the continent assigned to the said Director, either at the annual continental forum, if this is held within 4 weeks of the default, or by written consultation in other cases.
The outgoing President is automatically elected as a voting member of the Board of Directors. He or she shall assist and advise the Board of Directors.
He or she may be invited to manage special tasks and projects for the Association.
As an honorary title, the Association’s General Meeting may grant the title of Honorary Life President to one of its members.
There may not be more than one Honorary President at any particular time.
The Board of Directors is made up of:
The duties of a member of the Board of Directors cease upon:
The Board of Directors shall meet on at least one (1) occasion per year, at the initiative of the President and when the latter calls a meeting.
It may also meet at the initiative of at least three of its members, on the conditions set out in the Standing Rules, at the initiative of the President or, failing that, of one of the Board members.
Meetings may be called by any method, even verbally, at least eight (8) days before the date set for the meeting.
Calls to the meeting shall contain the agenda of the meeting, set by the President or, failing that, by one of the Board members.
When the Board of Directors meets at the initiative of a quarter of its members, the latter may demand that matters they wish to discuss be put on the agenda.
Decisions of the Board of Directors shall not be valid unless more than half of its members are present or represented.
Decisions are taken by a majority of the members present or represented. In the event of a tied vote, the President has a casting vote.
The Board of Directors’ procedures are specified and completed in a Standing Rules document.
The Board of Directors is invested with the widest possible powers to act in the name of the Association and to carry out all acts and transactions that are not reserved to the General Meeting. In particular:
The President appoints the chair and members of the Designated Committees for a term not exceeding four (4) years, after having consulted the Board of Directors in advance. The latter shall give a consultative opinion.
The composition and functions of the Designated Committees shall be determined by the Standing Rules document.
a) General Meetings comprise members that are active and up-to-date with their subscriptions on the date the call to the said meetings is sent.
b) Legal entities are represented by their acting legal representative, or by any other person whose authorisation to this effect has been notified to the Board of Directors.
c) General Meetings are called by the President as delegated by the Board of Directors, by any method, even verbally, at least three months in advance. The call to the meeting shall contain the agenda decided by the Board of Directors. When General Meetings are called at the initiative of a fraction of their members, the latter may demand that matters they wish to discuss be put on the agenda.
The General Meeting’s procedures are specified and completed in a Standing Rules document.
The Ordinary General Meeting convenes every two (2) years at the bi-annual world conference of the Association, and whenever it is called by the Board of Directors or at the request of a quarter of the Association’s members.
The Ordinary General Meeting elects the Executive Committee and the Continental Directors alternately.
The President chairs this Meeting and sets out the Association’s general situation, as well as presenting the annual accounts that have been approved by the Board of Directors.
The Ordinary General Meeting ratifies the provisional budget presented by the Board of Directors, and grants discharge to the directors for their management.
Decisions of the Ordinary General Meeting shall not be valid unless at least half of its members are present or represented.
If there is no quorum (51%) the first time the meeting is called, the General Meeting shall be called again, on the same notice conditions and with the same agenda. Then it may make valid decisions, whatever the number of its members presents or represented.
Decisions are taken by a majority of the members present or represented.
The Extraordinary General Meeting is competent to amend the Articles of Association, dissolve the Association and distribute its assets, merge or restructure the Association.
Decisions of the Extraordinary General Meeting shall not be valid unless at least half of its members are present or represented.
If there is no quorum the first time the meeting is called, the General Meeting shall be called again, on the same notice conditions and with the same agenda. Then it may make valid decisions, whatever the number of its members presents or represented.
Decisions are taken by a majority of two thirds of the members present or represented.
In the event of dissolution that does not follow a merger, the Extraordinary General Meeting shall appoint one or more liquidators tasked with liquidating the Association.
It shall allocate the net assets to any non-profit-making association or organisation of its choice pursuing the same purpose, or a similar or connected one.
A Standing Rules document, drawn up by the board members and approved by the Board of Directors, shall specify the statutory provisions regarding the Association’s functioning and complete them as necessary.