Organisation, Regulations and Governance
A.1 Name, Headquarters and Official Languages
A.3 Membership and Relationships
A.4 Members’ Responsibilities
A.5 General Assembly, General Assembly Meetings and Member Meetings
A.7 Presidential Council
A.10 Working Groups and Committees
Article 1 – Name, Headquarters and Official Languages
1.1 The name of the association is FIVS.
1.1.1 The name, FIVS, stands alone; it is the original acronym for the French version of FIVS’s former name, Fédération Internationale des Vins et Spiritueux, or, in English, International Federation of Wines and Spirits, and is consistent with the Association’s remit which covers all alcohol beverages.
1.2 FIVS is organised as a not-for-profit association under the French Law of 01 July 1901.
1.3 FIVS was founded in July 1951 and maintains its Headquarters and Registered Office in Paris, France.
1.4 The official languages of FIVS are French, English, and Spanish. In case of any inconsistencies among these versions, the French version will prevail given FIVS’s status as a French entity.
1.5 FIVS is established for an indefinite period, but may be dissolved at any time consistent with Article 6.6 and other applicable articles below.
Article 2 – Objectives
2.1 FIVS is a global association of associations, national federations, companies, entities, and individuals within the alcohol beverage industry and trade.
2.2 FIVS’s objectives are:
2.2.1 To promote economic, social, and environmental sustainability (based on sound science) with respect to the production, distribution, and consumption of alcohol beverages and related products.
2.2.2 To establish strategic plans as guides for collaborative action and to measure the attainment of the goals contained therein.
2.2.3 To create and pursue agreed-upon pre-competitive initiatives in response to global pressures and opportunities, and to encourage members and other interested parties to work collaboratively on such endeavours.
2.2.4 To engage in effective, united advocacy with appropriate organisations, and in particular to serve as a liaison between the membership and relevant international organisations (e.g., the International Organisation of the Vine and Wine (OIV), the World Health Organisation (WHO), the World Trade Organisation (WTO), the World Customs Organisation (WCO), the World Intellectual Property Organisation (WIPO), the Codex Alimentarius Commission).
2.2.5 To facilitate the rapid acquisition and dissemination of information and to encourage the sharing of information among members and with other interested parties as appropriate regarding international regulations, trade agreements, and other topics of common interest.
2.2.6 To provide general statistics and other relevant findings demonstrating the economic significance of the sector in terms of employment, trade flows among countries, consumption patterns, industry trends, etc.
2.2.7 To convene the membership for regular meetings, as appropriate.
2.2.8 To facilitate the resolution of any conflicts between or among members.
2.2.9 To encourage all qualified candidates to become members of FIVS in the appropriate category.
2.2.10 To purchase, acquire, lease, sell, or otherwise dispose of any property and services necessary to carry out FIVS’s mission.
2.2.11 To engage in activities that will help support or attain the above-stated objectives.
Article 3 – Membership and Relationships
3.1 The general assembly, as ratified by the consensus of the membership, may grant membership status as appropriate to candidates who either apply directly or by invitation as appropriate depending upon their qualification for one (1) of the four (4) membership categories: full, affiliate, individual, or honorary.
3.1.1 Full membership is open to all national and regional associations, federations, companies, and other entities engaged in the production, exportation, importation, and/or distribution of alcohol beverage products. Full members may attend FIVS meetings, participate in deliberations, and are granted one (1) vote in duly constituted general assembly meetings. Elected offices in FIVS are only open to full members.
3.1.2 Affiliate membership is open to national and international organisations and to other entities representing industries or activities allied to the alcohol beverage industry and trade. Affiliate members may attend all FIVS meetings and participate in deliberations but are not permitted to vote or block a decision-making consensus of the full members or to hold an elected office in FIVS. Subject to approval by the FIVS Membership, the presidential council may decide the circumstances under which certain entities which are not affiliate members might nevertheless be permitted to participate in circumscribed fashion in association activities.
3.1.3 The presidential council may recommend to the general assembly candidates for individual membership, upon nomination by two (2) full FIVS members. Candidates should generally not be employees or members of an organisation which is a FIVS member or is qualified to be a FIVS Member. Such persons may be granted individual membership and attend FIVS meetings and participate in deliberations but are not permitted to vote or block a decision-making consensus of the full members or to hold an elected office in FIVS.
3.1.4 The presidential council may, either on its own initiative or upon nomination by two (2) full FIVS members, nominate an eminent individual (such as a previous FIVS President) for honorary membership. Honorary members may attend FIVS meetings and participate in deliberations but are not permitted to vote or block a decision-making consensus of the full members or to hold an elected office in FIVS.
3.2 Candidates for full, affiliate, individual, or honorary membership (as provided for in Article 3.1.1, Article 3.1.2, Article 3.1.3, and Article 3.1.4), must submit a completed application form to the FIVS Secretariat. Upon receipt of the application for membership, the secretariat in consultation with the presidential council, shall notify all members. If no full member challenges an application based upon reasonable criteria within thirty (30) calendar days of the date the notice was issued, the secretariat, with the consent of the presidential council, shall notify and admit the applicant to the appropriate category of membership. Challenges must be submitted to the secretariat in writing and shall include the reasons for any objection.
3.3 FIVS membership may be terminated by resignation, expulsion, or by the dissolution of FIVS as an organisation.
3.3.1 To resign, a member must send written notice to the FIVS Secretariat at least three (3) months prior to the year in which resignation is to take effect. Neither resignation nor expulsion absolves the member of any outstanding financial obligations to FIVS.
3.3.2 Consistent with the norms outlined in Articles 6.5 and 6.8, the general assembly may expel any member, for reasons including, but not limited to, failing to honour its financial obligations or prejudicing FIVS’s interests or reputation, provided that prior thereto the member in question (i) has received a notice from the presidential council explaining those reasons, (ii) has had the opportunity to present a defense before the presidential council and/or to suggest proper redress, and (iii) the presidential council has provided the general assembly with its recommendation. Expelled members cannot claim compensation, or the refund of any fees paid or contributions made to FIVS.
3.4 The general assembly may dissolve FIVS, as provided for in Article 6.6 and other applicable Articles below.
3.5 Subject to presidential council agreement and oversight, FIVS may enter into relationships with members and non-members, including but not limited to, partnerships and sponsorships. FIVS can shape the relationships appropriately by detailing the rights and responsibilities of the parties via appropriate instruments (e.g., memoranda of understanding, agreements, etc.).
Article 4 – Members’ Responsibilities
4.1 Members are responsible for:
4.1.1 Abiding by and observing these by-laws.
4.1.2 Making efforts in good faith to help FIVS achieve its aims by, inter alia, attending, participating in, and providing input at general assembly meetings and other FIVS gatherings.
4.1.3 Not assuming the power to act on behalf of FIVS, unless otherwise provided for by the presidential council.
4.1.4 Paying the annual dues as established in the budget by the presidential council and (if necessary) approved by the general assembly, as ratified by the consensus of the membership. Membership dues must be paid by the end of the Month of January in each calendar year for which they are applicable, unless otherwise agreed upon with the presidential council as provided for under Article 11.3.
Article 5 – General Assembly, General Assembly Meetings, and Member Meetings
5.1 The general assembly is the association’s body that is composed of all qualified members and is responsible for deliberating on and deciding upon significant matters. The secretariat at the behest of the presidential council and the general assembly shall prepare for discussion significant issues to be considered by the general assembly. Additional matters that do not require a discussion and a formal decision (as provided in Article 5.5) may be addressed after the planned deliberations. Unless specifically stipulated, rules associated with general assembly meetings shall also apply to extraordinary general assemblies.
5.2 The general assembly may deliberate, inter alia, upon the following matters:
5.2.1 To approve the minutes of the previous general assembly meeting.
5.2.2 To propose and to elect a presidential council comprising a president, vice-presidents, a treasurer, an assistant treasurer, a secretary, an assistant secretary, and members-at-large.
5.2.3 To review annual reports, financial statements, agendas, and other similar documents.
5.2.4 To vote on the budget, membership dues, and other significant matters.
5.2.5 To confirm new members and make decisions on expulsions, with or without the recommendation of the presidential council.
5.2.6 To amend these by-laws.
5.2.7 To establish or dissolve working groups and committees.
5.2.8 To dissolve the association.
5.3 Unless otherwise provided for, the general assembly delegates to the presidential council the authority to exercise oversight over the secretariat and other matters relating to the administration of FIVS.
5.4 General assembly meetings shall occur up to twice a year. There are no limits on the number of extraordinary general assembly meetings that can be called.
5.5 The FIVS President, in consultation with the presidential council, shall determine the place, date, agenda, and format for regular and extraordinary general assembly meetings. The secretariat shall announce meetings of the general assembly at the direction of the presidential council. The secretariat shall make efforts in good faith to notify members at least five (5) weeks in advance of an upcoming meeting of the general assembly. When possible, the secretariat shall send out the agenda, as well as the minutes of the previous meeting if not already sent earlier, at the same time as the notification of the meeting. Only matters listed on the agenda of the general assembly meeting can be discussed and decided during the meeting.
5.6 A quorum for a meeting of the general assembly is achieved when three-eighths (3/8) of the total number of full members in good standing are present at the meeting either physically or otherwise participating live by electronic means (e.g., telephone, internet, etc.). Proxy votes count towards the achievement of a quorum. If less than three-eighths (3/8) of the total number of FIVS’s full members are physically or otherwise present, only non-binding votes may be taken at a meeting of the general assembly. Any such non-binding votes will be subject to confirmation or rejection at the next General Assembly meeting where there is a quorum or by other methods provided for in making a decision.
5.7 Consistent with the provisions of Article 4, full members unable to attend a general assembly meeting may submit the name of their designated proxy-holder to the secretariat via email or post at least two (2) weeks prior to the meeting in question, unless otherwise agreed upon and confirmed in written form with the FIVS Secretariat. If such notice is not submitted, the proxy- holder will not be recognised as such at the general assembly meeting. Only full members may serve as proxy-holders and can do so for no more than one (1) other full member at any one (1) meeting. Proxies may either be general in nature or specific to a particular issue. General proxies may be given where matters raised are subject to consensus voting procedures. Specific proxies may be given where votes are taken which are subject to numerical limits.
5.8 An extraordinary general assembly meeting may be convened by the secretariat, if so directed by the presidential council. Such meetings shall be called if a significant matter, as determined by the presidential council, requires consideration before the next scheduled general assembly meeting. Notice of an extraordinary general assembly meeting shall be provided no less than one (1) week before the meeting. The meeting can be conducted in person, telephonically, or by other appropriate means, electronic or otherwise. The extraordinary general assembly meeting is subject to the same procedures as meetings of the general assembly unless otherwise specified.
5.9 Member meetings may be called as is warranted for interested FIVS members to receive updates, to discuss initiatives, and/or to collaborate on other matters. Such meetings may be convened to discuss aims, share information, and to facilitate member cooperation. Non- members may attend by invitation or request, if approved by the FIVS President. Those convened at member meetings do not hold the power to transact business reserved for the general assembly meetings (e.g. pass resolutions, establish or abolish offices, appoint or remove officers, approve or reject budgets, expel members, accept or refuse applications for membership, decide upon significant FIVS policies, carry out binding votes, dissolve FIVS, etc.).
Article 6 – Voting
6.1 Each full member in attendance holds one (1) vote at a general assembly meeting or an extraordinary general assembly meeting. In conformity with Article 3, affiliate members, individual members, and honorary members are not eligible to vote.
6.2 Significant decisions at general assembly meetings or extraordinary general assembly meetings are to be made by consensus and shall be subsequently put to the membership for ratification, as provided in the minutes of the meeting, unless otherwise specified. Accordingly, if any voting member has an objection on a matter that is subject to such decisions, FIVS may not take an official position on the topic at issue. Significant decisions subject to consensus (as opposed to numerical voting procedures) are determined by the presidential council and will include, but not be limited to, policy matters, elections of new members, and the level of annual dues.
6.3 The Secretary shall record dissenting minority viewpoints in votes subject to numerical procedures.
6.4 Any amendment to these by-laws must be passed at a duly constituted general assembly meeting.
6.5 Any member may be expelled by the decision of at least three-quarters (3⁄4) of the full members physically or otherwise present at a duly constituted general assembly meeting.
6.6 A decision to dissolve FIVS may be made by at least three-quarters (3⁄4) of the full members physically or otherwise present at a duly constituted general assembly meeting.
6.7 The president and presidential council members will be elected by a simple majority vote of full members physically or otherwise present and voting at a duly constituted general assembly meeting.
6.8 A decision to remove the president or any of the presidential council members may be made by at least three-quarters (3⁄4) of the full membership physically or otherwise present at a duly constituted general assembly meeting. As concerns presidential council members, the president can relieve such officers of all duties pending such a determination or take any other such actions regarding such officers where exceptional circumstances so warrant.
6.9 General assembly votes are generally conducted openly before those in attendance. Votes regarding the expulsion of a member or removal of an officer are to be conducted by secret ballot. A decision to conduct any other vote by secret ballot may be made by at least three- quarters (3⁄4) of the total number of full members physically or otherwise present at a duly constituted general assembly meeting.
6.10 Neither a member nor its proxy-holder may vote on the matter of its own expulsion or removal from office. Such members will not be counted as “full members present” for the relevant vote.
Article 7 – Presidential Council
7.1 The presidential council is composed of a president, three (3) vice-presidents, a treasurer, an assistant treasurer, a secretary, an assistant secretary, and two (2) members-at-large. The members of the Council shall reflect to the extent possible the international diversity of the association (e.g. the Americas, Europe, and Asia). Where necessary, a presidential council may be constituted with at least six (6) members.
7.1.1 The president, vice-presidents, secretary, assistant secretary, treasurer, assistant treasurer, and members-at-large are to be elected to three (3) year terms by simple majority vote of the full members physically or otherwise present at a duly constituted meeting of the general assembly. Unless otherwise stipulated, candidates for any of these offices shall notify the secretariat in writing of their interest in serving at least three (3) weeks before a duly constituted general assembly meeting where the election for the office in question is to take place.
7.1.2 In order to preserve stability and continuity, officers of the presidential council are to be elected at staggered intervals of approximately 12 months. As a general rule, approximately one-third (1/3) of the officers of the presidential council shall stand for election each year.
7.1.3 An individual may hold only one (1) office on the presidential council. In the case of a presidential resignation or removal without replacement, one (1) of the vice-presidents may fill the role of interim president, at the discretion of and by the determination of the presidential council, acting on consensus.
7.2 Candidates for the elected offices of the presidential council must be sponsored by two (2) full members of FIVS who are not serving on the presidential council.
7.3 An officer of the presidential council, including the president, must send a notice of resignation to the FIVS presidential council and the full membership as soon as he or she is unable or unwilling to perform the required duties. All outstanding financial obligations existing between the officer and FIVS shall be honoured. The presidential council must select an interim officer to fulfil the duties of the officer in question for the remainder of the original term.
7.4 In the absence of a meeting of the general assembly, the presidential council may remove an officer, but only by consensus of the council. In such an event, the council must inform the full membership of such action via mail, email, or other appropriate methods of communication. No officer under consideration for removal may participate in any related proceedings.
7.5 The vice-presidents shall assist the president in executing his or her duties. The vice-presidents shall exercise all the authority of the FIVS President at his or her express direction and/or when the FIVS President is unable to perform his or her duties hereunder.
7.6 The treasurer, assisted as appropriate by the FIVS Secretariat, shall, consistent with applicable laws and regulations, maintain records of FIVS’s finances and provide information regarding the financial status of FIVS to the presidential council and the general assembly. The treasurer, or the FIVS Secretariat, shall perform such functions in keeping with the fiscal year of FIVS which shall commence on 1 January and shall end on 31 December of each year.
7.7 The secretary, together with his or her assistant, shall record minutes of all general assembly meetings and may record minutes of other meetings. The secretary, or his or her assistant, may also assign a suitable proxy, if necessary, to take minutes.
7.8 The presidential council is responsible for all the tasks delegated to it by the general assembly as provided in Article 5.3.
7.9 With the assistance of the secretariat, the presidential council shall convene presidential council meetings and other gatherings as warranted. The president, in consultation with the presidential council, can invite other participants to the presidential council meetings.
7.10 The presidential council may at its discretion nominate members emeriti, who are not otherwise existing officers of FIVS, to join and become members of the Council. The Council shall also determine the roles and responsibilities of these individuals. The appointment of the Members Emeriti shall be approved by consensus at a duly constituted general assembly meeting and shall be for a term of three (3) years.
Article 8 – President
8.1 The FIVS President is the legal representative of FIVS in accordance with the terms of the French Law of 01 July 1901.
8.2 The FIVS President shall preside over meetings of both the presidential council and the general assembly. In his or her absence, a vice-president, chosen by the president, shall preside over such meetings. In the absence of the president and vice-presidents, the presidential council shall choose another officer of the presidential council to preside over such meetings.
8.3 In coordination with the secretariat, the FIVS President shall act as a spokesperson for FIVS. The FIVS President may ask officers of the presidential council, the Secretariat, or other FIVS members to assist on a case-by-case basis.
8.4 The FIVS President, in consultation with the presidential council, shall set the dates for general and extraordinary assembly and member meetings.
8.5 If the FIVS President is unable to carry out his or her duties, resigns, or is relieved of his or her office, the presidential council shall appoint an interim president. At the earliest possible general assembly meeting after such action shall have taken place, the general assembly shall elect either the interim president or another candidate as the new president consistent with the dictates of Article 6.7.
Article 9 – Secretariat
9.1 The presidential council is responsible for directly overseeing the functioning of the secretariat and for selecting its members.
9.2 The secretariat conducts business on behalf of FIVS as directed by the presidential council.
9.3 The secretariat is responsible for the day-to-day operations of FIVS. Its responsibilities include, inter alia, supporting the activities of the working groups and committees; pursuit of strategic initiatives and activities related to international organisations; coordinating internal and external communications; managing the website, sending alerts and ensuring that other methods of communication function smoothly; planning and running FIVS’s conferences, meetings, and events; setting the terms for sponsorships of meetings and events; answering inquiries received by FIVS; and maintaining archival records of all FIVS activities.
9.4 Under the supervision of the treasurer, the secretariat is authorised to allocate resources on behalf of FIVS in order to achieve the objectives enumerated in Article 2. The secretariat and treasurer shall keep accurate and timely financial and administrative records. The secretariat may not incur a budgetary deficit without informing the general assembly in a timely manner.
Article 10 – Working Groups and Committees
10.1 The membership can create working groups. FIVS’s working group structure reflects the three pillars of the “Triple Bottom Line” of sustainability, so is organised around economic, environmental, and social matters. Each working group will, among other things, focus on timely issues, key international organisations, and/or agreed-upon strategic initiatives. Each working group will interface with appropriate committees and the presidential council and the secretariat, as appropriate, to make progress on its areas of focus.
10.2 The membership can create committees, including task forces and similar bodies, to handle a variety of matters that would not normally fit within the remit of the existing working group structure. These entities can be designed, inter alia, to support the aims of the strategic plan, including the proper functioning of the association.
10.3 Working groups and committees may ultimately only be established and disbanded by the consensus of the full membership. The general assembly may consider matters relating to the working groups and committees, with any decisions to be ratified by the full membership.
10.4 Working groups and committees may be established with appropriate terms of reference to serve for either indefinite or limited terms.
10.5 Working groups and committees should normally be chaired by two (2) or more co-chairs appointed by the president in consultation with the presidential council and shall be selected from different regions to be as representative as possible of the FIVS membership at large. The Working Group Chairs serve at the pleasure of the presidential council.
10.6 Working Group and Committee Chairs are responsible for:
10.6.1 Driving forward the parts of the FIVS Strategic Plan within their remit and for notifying members in coordination with the secretariat of developments in the area of focus of the working groups and committees.
10.6.2 Communicating either directly or indirectly FIVS’s policy positions to the external organisations for which they are responsible.
Article 11 – Subscriptions
11.1 The general assembly, upon the recommendation of the treasurer, sets the annual dues for full, affiliate, and individual membership categories. The general assembly should seek to consider the annual membership dues each year, preferably at the spring meeting of the general assembly.
11.2 The presidential council may increase annual membership dues modestly to reflect the rate of inflation in France, but any such increase shall under no circumstances be greater than (3) percent per annum and shall be announced at least thirty (30) days before the end of the calendar year.
11.3 All members must pay their dues promptly within the timeframe mandated under Article 4.1.4. Members who fail to pay their dues within 12 months after they are due will no longer be considered members in good standing, unless otherwise agreed upon with the secretariat acting at the direction of the presidential council. The secretariat at the direction of the presidential council may assess late fees in the case of delinquent payments.
11.4 In the case of the dissolution of FIVS, all funds remaining after the payment of obligations to creditors will, as determined by the general assembly and as suggested for consideration by the presidential council, be vested in a worthy international organisation, such as one promoting the responsible consumption of alcohol beverages. Any such decisions will be made applying the provisions contained in Article 6.6.