STATUTES (Voted and Accepted during the 2026 General Meeting in Newport, Wales Effective from 19 May 2026)
ARTICLE I — NAME, FORM, AND LEGAL STATUS
Section 1. Form and Constitution
The Association is constituted as a nonprofit association and has existed since 2011. It is composed of the initial subscribers to these Articles of Association and of all persons who may subsequently become members in accordance with these Articles.
Section 2. Governing Law
The Association is governed by the provisions of the French Law of July 1, 1901, relating to associations, together with all legislative and regulatory texts currently in force, as well as any future amendments or supplementary provisions thereto.
Section 3. Governing Documents
The Association shall be further governed by these Articles of Association and by any bylaws, rules, or regulations adopted in conformity with said law and these Articles.
ARTICLE II — PURPOSES AND OBJECTIVES
Section 1. Nature of the Association
The Association is a non-political, professional organization established for nonprofit purposes.
Section 2. Purposes
The purposes of the Association shall include, without limitation, the following:
- Professional Representation
To represent and promote the general interests of the culinary profession worldwide. - Culinary Standards and Advancement
To uphold, promote, and continuously improve the principles and standards of world cuisines and to foster the positive development of the culinary arts. - Professional Recognition and Development
To encourage and support the international recognition of professional qualifications of chefs and to advance the culinary profession in cooperation with chef associations and federations from all countries. - Support of Emerging Professionals
To support, encourage, and mentor young chefs in the development of their culinary, managerial, and educational skills, ensuring the continued growth and advancement of the culinary profession. - Global Leadership and Advocacy
To serve as a recognized authority and global opinion leader on matters relating to the culinary profession, including but not limited to food safety, sustainable development, and education. - Humanitarian Engagement
To support and participate in humanitarian initiatives aimed at educating, assisting, feeding, and bringing comfort to communities and individuals worldwide. - Cultural and Public Engagement
To organize and promote cultural encounters centered on cooking, including culinary workshops and social events fostering interaction between chefs and the public. - Education and Training
To organize and support educational and training activities for both professional and non-professional participants in order to enhance culinary knowledge, skills, and standards globally.
Section 3. Limitation of Activities
The Association shall conduct its activities in conformity with its nonprofit and non-political character and in accordance with applicable laws and regulations.
ARTICLE III — METHODS OF ACTION
Section 1. General Authority
In furtherance of its purposes, the Association may employ all lawful means and undertake such actions as are necessary or appropriate to accomplish its objectives, in accordance with applicable laws and regulations.
Section 2. Methods of Action
Without limitation, the Association may pursue its purposes through the following methods of action:
- Events and Professional Gatherings
To organize and conduct events, including but not limited to conferences, congresses, culinary exhibitions, competitions, and demonstrations, whether in person or online, for the purposes of fostering professional connections, building networks, facilitating competition and exhibition, encouraging the exchange of cultural values and culinary traditions, and engaging the public through charitable and educational initiatives. - Culinary Rules and Standards
To establish, adopt, and maintain culinary rules, standards, and guidelines governing competitive international culinary events. - Training and Professional Development
To provide training and educational programs for judges, culinary trainers, and chefs, including but not limited to subjects such as food safety, sustainable development, and professional best practices. - Certification and Educational Programs
To issue professional certifications under the name of the World Association of Chef Societies (Worldchefs) recognizing international culinary excellence, and to develop and administer related educational programs. - Humanitarian Programs
To engage in humanitarian initiatives, including but not limited to responding to natural or human-made disasters; implementing educational programs in cooperation with local authorities; training rescue and relief teams in culinary and food-service skills; and supporting underdeveloped or vulnerable communities in collaboration with nongovernmental organizations, including refugee assistance programs. - Charitable Fundraising Activities
To participate in and organize charitable events and initiatives, including fundraising activities conducted through World Chefs Without Borders (WCWB), and to promote the sale of goods or services related to the Association’s purposes on either a permanent or occasional basis, provided that such activities are conducted in furtherance of the Association’s nonprofit objectives.
Section 3. Compliance
All methods of action shall be carried out in a manner consistent with the nonprofit, non-political character of the Association and in compliance with all applicable legal and regulatory requirements.
ARTICLE IV — NAME
Section 1. Official Name
The official name of the Association shall be World Association of Chefs’ Societies.
Section 2. Use of Name and Brand
The designation “Worldchefs” shall be used as the brand name and acronym of the Association for commercial, promotional, and communication purposes. The official name, World Association of Chefs’ Societies, shall remain the sole legal name of the Association.
Section 3. Legal and Contractual Documents
All legal, contractual, and official documents shall refer exclusively to the Association by its official name.
ARTICLE V — REGISTERED OFFICE
Section 1. Principal Office
The registered office of the Association is established at 15 Rue Tiquetonne, 75002 Paris, France.
Section 2. Transfer of Registered Office
The registered office may be transferred within the same country by decision of the President, subject to the prior approval of the Board of Directors, and in accordance with applicable legal requirements.
ARTICLE VI — DURATION
Section 1. Term
The Association is constituted for an indefinite duration.
Section 2. Commencement
The duration of the Association shall commence as of the date of its declaration in accordance with the provisions of the French Law of July 1, 1901, and its publication in the Official Journal.
ARTICLE VII — MEMBERSHIP
Section 1. Classes of Members
The Association shall be composed of the following classes of members:
- Founding Members
- Active Members (National Society Members)
- Affiliate Society Members
- Honorary Life Members
- Associate Members
- Corporate Members
The rights, obligations, and conditions applicable to each class of membership are set forth below.
Section 2. Founding Members
2.1 Definition
The Founding Members are the individuals listed below, who constituted the Association in furtherance of the objectives of the seventeen (17) countries that convened on October 14, 1928, at the Sorbonne in Paris:
- Dr. h.c. Billy Gallagher (†)
- Dr. h.c. Siegfried Schaber (†)
- Mr. Gissur Gudmundsson
- Mr. Norbert Schmidiger
- Mr. Ferdinand Metz
2.2 Rights
Founding Members shall hold an honorary status and shall have no voting rights.
Section 3. Active Members (National Society Members)
3.1 Definition
Active Members, hereinafter referred to as National Society Members, shall consist of national chefs’ societies forming the global representative body of the Association.
Each country may be represented by one (1) National Society Member only, which must be a chefs’ society of national importance.
For the purposes of these Articles, the term “country” shall mean an independent sovereign State, as identified and defined in the Standing Rules of the Association.
3.2 Rights
National Society Members shall have full voting rights at General Assemblies and shall be entitled to participate fully in the governance of the Association in accordance with these Articles and applicable rules.
Section 4. Affiliate Society Members
4.1 Definition
Affiliate Society Members shall be associations granted a provisional membership status for the purpose of fostering the development of national chefs’ societies in countries where no National Society Member exists.
Affiliate Society Membership shall not exceed a maximum period of five (5) years.
4.2 Admission
Affiliate Society Members may be admitted only upon approval of the Board of Directors.
4.3 Rights
Affiliate Society Members shall have no voting rights.
Section 5. Honorary Life Members
5.1 Definition
Honorary Life Members are individuals upon whom this distinction is conferred by the Board of Directors in recognition of exceptional service to the Association or to the culinary profession in general.
Outgoing members of the Board of Directors shall automatically be granted Honorary Life Membership upon completion of their term, provided they leave office in good standing.
5.2 Rights
Honorary Life Members shall have no voting rights.
Section 6. Associate Members
6.1 Definition
Associate Members shall consist of associations, organizations, or establishments connected to the culinary profession.
6.2 Admission
Associate Membership may be granted upon written recommendation by:
- the National Society Member of the applicant’s country; or
- the relevant Continental Director; or
- the President of the Association.
Admission shall be subject to approval by the Board of Directors.
6.3 Rights
Associate Members shall have no voting rights.
Section 7. Corporate Members
7.1 Definition
Corporate Members shall consist of companies, societies, culinary schools, and other organizations with a vested interest in the culinary profession.
7.2 Admission
Corporate Membership may be granted, typically through sponsorship, upon approval of the Board of Directors following recommendation by:
- the National Society Member of the applicant’s country; or
- the Continental Director of the applicant’s geographical area; or
- the relevant National Chefs’ Association; or
- the President of the Association.
7.3 Rights and Limitations
Corporate Members shall have no voting rights and shall not be eligible to hold elected office or official positions within the Association.
7.4 Participation and Engagement
Subject to approval by the Board of Directors and the terms of any applicable sponsorship or cooperation agreements, Corporate Members may:
- Participate in Worldchefs events and congresses as sponsors, exhibitors, or panel contributors;
b. Receive visibility through branding and recognition opportunities across Worldchefs platforms, including websites, publications, and marketing materials;
c. Collaborate on educational, sustainability, or industry development initiatives aligned with the Association’s objectives;
d. Contribute expertise or resources to designated committees or working groups in a non-voting, advisory capacity, when invited by the President or Board of Directors;
e. Engage with National Society Members and the broader culinary network for mutually beneficial partnerships and outreach;
f. Receive official recognition as Corporate Members, including certificates of affiliation and acknowledgment at major Association events.
All Corporate Member engagement shall align with the Association’s values, policies, and branding standards and shall remain subject to oversight by the Board of Directors.
ARTICLE VIII — ADMISSION OF MEMBERS
Section 1. General Provisions
1.1 Submission of Applications
Applications for membership as a National Society Member, Affiliate Society Member, or Associate Member shall be submitted electronically through the official Worldchefs website and addressed to the relevant Continental Director of the applicant’s geographical area and to the Secretary General.
Applications for Corporate Membership shall be submitted electronically through the official Worldchefs website to the Managing Director, and where applicable, to the Secretary General, in accordance with the Association’s internal procedures.
1.2 Preliminary Review
The Continental Director, Secretary General, and/or Managing Director, as applicable, shall conduct a preliminary review of each application to verify completeness, eligibility, and compliance with the criteria applicable to the requested category of membership.
1.3 Board Review and Decision
Following preliminary review, complete applications shall be submitted to the Board of Directors for consideration. The Board of Directors may request additional documentation or clarification from the applicant prior to rendering its decision.
All applications must meet the criteria established for the relevant membership category. Approval of membership shall be subject to the decision-making procedures set forth in these Articles.
Section 2. Specific Provisions Relating to National Society Members
2.1 Eligibility Requirements
Applications for National Society Membership shall include documentation demonstrating:
- Legal existence as a national chefs’ society for a minimum period of two (2) years; and
b. Legal recognition as an entity by the applicant’s national government or competent authority.
2.2 Minimum Statutory Requirements
A National Society Member shall have, in its national statutes or bylaws, at a minimum, the following provisions:
- The President and Board of Directors are elected through a transparent and verifiable electoral process;
b. The terms of office of the President and Directors are fixed and clearly defined;
c. The functions and responsibilities of the President and Board of Directors are expressly defined;
d. General Meetings are convened at regular intervals to ensure effective governance and member engagement, with the timing and location confirmed and approved during the Association’s bi-annual Congress;
e. Minutes of meetings are maintained and submitted upon annual renewal of Worldchefs membership to confirm ongoing compliance;
f. A current and updated membership list containing essential member data is maintained.
2.3 Ongoing Reporting Obligations
Each National Society Member shall undertake to provide the Managing Director and the relevant Continental Director with the following information on an annual basis:
- The current number of its members; and
b. The minutes of its Annual General Meeting, including election results for the President and members of the Board of Directors.
Section 3. Approval and Ratification
3.1 Board Approval and General Assembly Ratification
National Society Member applications that have received prior approval by the Secretary General and the Board of Directors shall be presented by the Board of Directors to the General Assembly.
Final admission of National Society Members shall be subject to ratification by the Ordinary General Meeting, in accordance with the voting majority specified in Article 29 of these Articles.
3.2 Associate Member Applications in Represented Countries
Where an application for Associate Membership originates from a country already represented by a National Society Member, such application shall not be approved unless accompanied by a formal written recommendation from either:
- the relevant Continental Director; or
b. the President of the Association.
Final approval of such applications shall rest exclusively with the Board of Directors, whose decision shall be final and binding.
Section 4. Equality, Diversity and Non-Discrimination
Worldchefs are committed to the principles of equality, diversity, and inclusion. No person shall be discriminated against on the basis of gender, race, ethnicity, nationality, religion, age, disability, or any other protected characteristic in relation to membership, governance, appointments, participation, programs, or any activity of the Association. The Association shall promote equal opportunity, fair treatment, and inclusive participation in all aspects of its operations and decision-making.
ARTICLE IX — TERMINATION, SUSPENSION, AND EXPULSION OF MEMBERSHIP
Section 1. Methods of Termination
Membership in the Association shall terminate upon the occurrence of any of the following events:
- Voluntary Resignation
A member may resign voluntarily by submitting written notice of resignation by registered letter with acknowledgment and proof of receipt addressed to the President of the Association. Such resignation shall take effect upon a minimum notice period of six (6) months, unless otherwise waived by the Board of Directors. - Death
In the case of an Honorary Life Member, membership shall terminate upon death, subject to notification by the relevant National Society Member or authorized representative. - Dissolution or Legal Incapacity
Membership shall terminate automatically upon the dissolution of a member that is a legal entity, or upon the member being placed under judicial administration, insolvency proceedings, or liquidation, for any reason whatsoever.
Section 2. Suspension and Expulsion for Non-Payment of Dues
2.1 Suspension
A member may be suspended by decision of the Board of Directors for failure to pay membership dues for a period of six (6) months calculated from December 31, the end of the Association’s fiscal year.
2.2 Expulsion
If non-payment continues for an additional period of three (3) months following suspension, and absent a reasonable explanation accepted by the Board of Directors, the Board may proceed with expulsion.
Prior to any expulsion decision, the member concerned shall be formally invited to provide explanations and to present a defense in respect of the facts that may give rise to expulsion.
2.3 Executive Committee Review
In the event of default in membership dues by any National Society, Affiliate Society, Corporate, or Associate Member, the matter shall first be reviewed by the Executive Committee before any formal suspension or expulsion process is initiated.
2.4 Exceptional Circumstances
The Board of Directors may, at its discretion, grant extensions, payment arrangements, or other considerations in cases of exceptional hardship. Such determinations shall be made on a case-by-case basis and may require supporting documentation.
Section 3. Termination for Ethical Breach
3.1 Grounds
A member may be subject to suspension, expulsion, or non-renewal of membership for breach of ethical standards, or for conduct deemed detrimental to the interests, reputation, or objectives of the Association or its members.
3.2 Review and Due Process
Where a recommendation for removal or non-renewal is submitted to the Board of Directors on ethical grounds, the President shall appoint a Review Committee to examine the matter.
The Review Committee shall ensure:
- fairness,
- transparency, and
- due process, including an appeal mechanism allowing the members concerned an opportunity to be heard.
3.3 Final Decision
Following the Review Committee’s findings and any appeal process, the Board of Directors shall render a final decision, which shall be binding.
Section 4. Effect of Termination
Termination of membership shall not relieve a former member of any financial or contractual obligations incurred prior to the effective date of termination.
ARTICLE X — SUBSCRIPTIONS AND FINANCIAL RESOURCES
Section 1. Membership Subscriptions
1.1 Obligation to Pay
All members belonging to any of the categories set forth in Article VII, with the exception of Honorary Life Members, shall be required to pay an annual subscription fee.
1.2 Amount and Due Date
Annual subscription fees shall be payable no later than March 31 of each calendar year. The amount of the subscription fee shall be determined according to the relevant membership category as defined in Article VII.
1.3 Determination and Approval
The amount and payment deadline of annual subscription fees shall be determined each year by the Board of Directors.
Any increase or modification to the annual subscription fee relative to the preceding year shall require:
a. approval by the Board of Directors; and
b. ratification by a majority vote of the Ordinary General Meeting, in accordance with Article 29, before such change becomes effective.
Section 2. Financial Resources
The financial resources of the Association shall consist of, without limitation:
- Admission fees and annual subscriptions paid by members of all categories, except Honorary Life Members.
- Public or private subsidies or grants received from governments, local authorities, and public institutions.
- Gifts of kind, including but not limited to food for events, beverages, venue use, equipment, or services.
- Interest, income, and other returns derived from assets, securities, or investments owned by the Association.
- Donations and legacies that the Association is legally authorized to receive, having regard to its purposes and activities.
- Exceptional levies or taxes that the Association is authorized by law to collect.
- Compensation or fees for services rendered and activities conducted in accordance with these Articles.
- Sponsorship payments are made by individuals or corporate entities.
- Dividends or financial returns from subsidiaries or affiliated entities of the Association; and
- Proceeds from assets, products, and services sold or otherwise provided by the Association.
Section 3. Use of Funds
All funds and resources of the Association shall be used exclusively to further the purposes and objectives set forth in these Articles and shall be managed in compliance with applicable laws and regulations.
ARTICLE XI — ACCOUNTS AND FINANCIAL REPORTING
Section 1. Preparation of Accounts
Within four (4) months following the close of each fiscal year, the Worldchefs administrative office, under the direction and supervision of the Managing Director, shall prepare the annual financial statements of the Association.
Such financial statements shall be prepared in accordance with the French General Accounting Plan and any other applicable accounting standards and legal requirements in force.
Section 2. Review and Approval
The annual financial statements shall be reviewed by the Board of Directors and, upon approval by the Board, shall be submitted to the Ordinary General Meeting for ratification.
Section 3. Financial Oversight
The Board of Directors shall ensure appropriate financial oversight, internal controls, and compliance with applicable accounting, reporting, and transparency obligations.
ARTICLE XII — FISCAL YEAR
Section 1. Fiscal Period
The fiscal year of the Association shall commence on January 1 and shall end on December 31 of each calendar year.
Section 2. Alignment of Financial Procedures
All financial reporting, budgeting, auditing, and related administrative procedures shall be conducted in accordance with this fiscal period and shall comply with the financial policies, controls, and oversight requirements established by the Board of Directors.
ARTICLE XIII — ADMINISTRATION OF FUNDS
Section 1. Establishment of the Fund
The Board of Directors shall establish a dedicated fund (“the Fund”) for the primary purpose of covering the financial commitments and obligations of the Association in fulfilling its functions.
Section 2. Governance and Management
The Board of Directors shall be responsible for:
- Defining the governance framework of the Fund.
- Establishing policies regarding the accumulation, investment, and use of the Fund; and
- Ensuring that any disbursement or use of the Fund aligns with the strategic and financial priorities of the Association.
Section 3. Accounting and Audit
The Fund shall be recorded, reported, and audited in accordance with the financial accounting standards applicable to the Association. The Board shall ensure transparency and accountability in all reporting related to the Fund.
ARTICLE XIV — CONTRIBUTIONS AND DONATIONS
Section 1. Types of Contributions
Contributions to the Association may include moveable or immoveable assets, including but not limited to equipment, funds, property, or intellectual property.
Section 2. Tax Benefits and Acknowledgment
Contributors may be eligible for tax benefits in accordance with:
- Applicable French tax laws; and
- The terms and conditions of any agreements concluded with the Association, validly represented by its President.
Section 3. Accounting and Transparency
All contributions shall be:
- Duly acknowledged and documented.
- Recorded and reflected transparently in the Association’s financial statements and audit reports; and
- Clearly attributed to the contributor, in compliance with applicable taxation laws and regulations governing the Association’s registered office.
ARTICLE XV — EXECUTIVE COMMITTEE: COMPOSITION, ELECTION, AND GOVERNANCE
Section 1. Eligibility for President
- Candidates for the position of President must have prior involvement with Worldchefs, either as:
a. a member of the Board of Directors,
b. a member of the Executive Committee, or
c. an active representative of a National Society Member. - Any nomination for President must be formally endorsed by the candidate’s National Society Member.
Section 2. Composition of the Executive Committee
The Executive Committee shall consist of the following positions:
- President
- Vice President
- Assistant Vice President
- Assistant Vice President Treasurer
- Secretary General
- All members must be natural persons.
- If a member represents a legal entity, that entity must officially notify Worldchefs of its designated representative for Executive Committee matters.
Section 3. Election and Term of Office
- The President, Vice President, Assistant Vice President, Assistant Vice President Treasurer, and Secretary General shall be elected together as a single slate at the Ordinary General Meeting, in accordance with the majority voting rules set out in Article 29.
- Each Executive Committee position is held for a term of four (4) years and may be renewed once in the same position.
- An individual may serve in different Executive Committee roles sequentially provided:
a. They have not exceeded two full terms in any single position.
b. They are duly nominated and approved for the new role in accordance with these Articles. - A person who has served two (2) terms as President may not serve in any other Executive Committee role thereafter, except in an advisory or ceremonial capacity (e.g., “Past President”), if such a role exists.
Section 4. Voting Rights and Deliberation
- Each Executive Committee member shall carry one vote in all deliberations of the Executive Committee.
- Decisions shall be made by simple majority unless otherwise specified in these Articles or the Standing Rules.
Section 5. Attendance and Cessation of Office
An Executive Committee member shall cease to hold office upon:
- Submission of a written resignation.
- Unexcused absence from three (3) consecutive Executive Committee meetings (in-person or online); or
- Removal by a three-fifths (3/5) majority vote of the Board of Directors for reasonable cause.
Where removal is proposed by members, the process shall follow the Standing Rules and include:
- Appointment of a Review Committee by the President.
- A defined appeals process; and
- Safeguards ensuring fairness, transparency, and due process.
Section 6. Vacancies
- If a vacancy occurs due to resignation, death, or permanent incapacity, the remaining Executive Committee members shall convene as soon as reasonably possible to appoint a qualified interim replacement.
- The interim appointment shall remain in effect until a formal election or appointment is conducted by the Board of Directors, in accordance with Worldchefs’ governance policies.
- The interim member shall serve for the remainder of the original term, unless otherwise determined by the Board.
ARTICLE XVI — EXECUTIVE COMMITTEE: POWERS AND FUNCTIONS
Section 1. Responsibilities
- Members of the Executive Committee are collectively responsible for preparing and implementing the decisions of the Board of Directors.
- The Executive Committee is responsible for proposing amendments to the Standing Rules of the Association, which must be submitted to the Board of Directors for approval.
• Responsibilities must be carried out in accordance with the Association’s objectives and these Articles.
Section 2. Meetings
- The Executive Committee shall meet as often as necessary to address the interests of the Association.
- Meetings are called by the President, who sets the agenda and determines the form of the meeting.
- Meetings may be conducted:
a. In person,
b. By videoconference, or
c. Via conference call.
Section 3. Notice of Meetings
- Notice for regular meetings shall be given in any written format at least fourteen (14) days in advance, unless all members are present and waive such notice.
- Emergency meetings may be called with shorter notice, subject to unanimous consent of all Executive Committee members.
Section 4. Decision-Making
- Decisions of the Executive Committee are taken by a majority of the members present.
- Members must be present, either physically or via approved remote means, to participate in decision-making.
- In the event of a tied vote, the President shall have a casting (decisive) vote.
Section 5. Minutes
- Minutes of all Executive Committee meetings shall be prepared and stored digitally.
- Minutes must be approved by both the President and the Secretary General.
- Minutes shall be kept in a secure location accessible to the Board of Directors and relevant auditors.
Section 6. Procedures
- The Executive Committee may establish procedures to regulate its internal operations.
- Procedures must not conflict with these Articles of Association.
- Detailed procedures may be recorded in the Standing Rules document, and any updates or changes must align with the Articles of Association.
ARTICLE XVII — PRESIDENT
Section 1. Role and Chairmanship
- The President serves as the chairperson of:
a. The Executive Committee,
b. The Board of Directors, and
c. The General Assembly of the Association.
Section 2. Responsibilities and Legal Representation
- The President is responsible for the management and legal representation of the Association and acts on behalf of the Executive Committee, the Board of Directors, and the Association.
- In particular, the President:
• Represents the Association in all administrative matters and civic duties, with all necessary powers to commit the Association in accordance with these Articles and under the authority of the Board of Directors.
• Is competent to represent the Association in legal proceedings, both brought and defended, and may only be replaced by an agent acting under a special proxy.
• May, with prior authorization from the Board of Directors, bring legal proceedings in defense of the Association’s interests, approve settlements, and make appeals.
• Convenes the Executive Committee, the Board of Directors, and General Meetings, sets their agenda, and chairs their meetings.
• Implements the decisions made by the Executive Committee, the Board of Directors, and the General Meetings.
• Authorizes expenditures in accordance with the approved budget, presents annual budgets, and supervises their implementation.
• Is authorized to open and operate any current or savings accounts at financial institutions for the purpose of financial operations and matters regarding the Association.
• Signs sales or purchase contracts and, more generally, any deeds or contracts necessary to implement decisions of the Board of Directors and General Meetings.
• Presents the annual report to the Board of Directors.
• Presents the report envisaged in Article L. 612-5 of the French Code of Commerce (France) to the Board of Directors under conditions specified in the Standing Rules.
• Notifies the Auditor of the agreements set out in Article L. 612-5 of the French Code of Commerce within one (1) month of becoming aware of such agreements.
Section 3. Delegation of Powers
- The President may delegate part of their powers and signature to one or more members of the Board of Directors, provided that:
a. The delegation is made in writing, and the Board of Directors is informed, and
b. The delegation is limited in scope and duration.
ARTICLE XVIII-A — VICE PRESIDENT
Section 1. Role and Support
- The Vice President assists the President in exercising their duties and plays a proactive role in the strategic leadership and operational advancement of the Association.
- The responsibilities of the Vice President shall include, but are not limited to:
• Providing leadership and oversight to specific committees, working groups, or initiatives as delegated by the President or the Board of Directors.
• Contributing to the strategic planning, development, and implementation of the Association’s long-term goals.
• Promoting and upholding the Association’s mission, vision, and values to members, partners, and the wider public.
• Representing the President and/or the Association at internal and external events when requested or delegated.
• Assisting in fostering strong relationships with National Society Members, affiliate members, sponsors, and other key stakeholders.
Section 2. Acting President
- In the event the President is temporarily unable to fulfill their duties, the Vice President shall assume the responsibilities of the President on an interim basis, subject to the following conditions:
a. The substitution must be conducted in accordance with the procedures outlined in the Standing Rules.
b. The Board of Directors must be formally notified prior to the substitution without delay.
c. The duration and scope of the Vice President’s interim responsibilities must be clearly defined and recorded in the official minutes. - In the case of permanent incapacity of the President, the Vice President shall serve as Acting President until a new President is elected by the Extraordinary General Meeting, in accordance with Article 29 of these Articles.
ARTICLE XVIII-B — ASSISTANT VICE PRESIDENT TREASURER
Section 1. Role and Support
- The Assistant Vice President Treasurer coordinates with the Managing Director on all financial governance of the Association and assists the President in exercising their duties.
- The Assistant Vice President Treasurer ensures full transparency, compliance, and accountability in managing the Association’s financial affairs.
Section 2. Responsibilities
- The duties of the Assistant Vice President Treasurer shall encompass, but are not limited to:
• Audit Coordination: Facilitating and coordinating external audits, ensuring compliance with all legal, tax, and regulatory financial requirements, particularly under French Law.
• Reporting to General Assembly: Reporting, together with the Managing Director, on financial management to the annual General Assembly, which deliberates on the accounts.
• Supporting Special Projects: Taking a lead role in special projects or initiatives as assigned by the President or the Board of Directors.
ARTICLE XVIII-C — ASSISTANT VICE PRESIDENT
Section 1. Role and Support
- The Assistant Vice President assists the President in exercising their duties.
- The Assistant Vice President primarily focuses on enhancing member engagement, fostering relationships, and ensuring smooth governance and operations within specific areas.
Section 2. Responsibilities
- The duties of the Assistant Vice President shall include but are not limited to:
• Supporting Special Projects: Taking a lead role in special projects or initiatives as assigned by the President or the Board of Directors.
ARTICLE XIX — SECRETARY GENERAL
Section 1. Role and Function
- The Secretary General plays a critical, strategic, and comprehensive role in ensuring the effective, lawful, and transparent functioning of the Association in material, administrative, and legal matters.
- The Secretary General is responsible for taking the minutes of meetings and deliberations of the Executive Committee, the Board of Directors, and General Meetings, or causing them to be taken under their supervision.
Section 2. Responsibilities
- The duties of the Secretary General shall include but are not limited to:
• Support to Leadership: Providing essential administrative and logistical support to the President, Executive Committee, and Board of Directors.
• Organizational Efficiency: Identifying opportunities to improve organizational processes and efficiency.
Section 3. Legal and Administrative Formalities
- The Secretary General keeps the special register envisaged in Articles 6-1 and 31 of the decree dated 16/8/1901 or ensures it is properly maintained.
- The Secretary General carries out the formalities set out in the said Articles or ensures they are conducted under their responsibilities
ARTICLE XX — MANAGING DIRECTOR
Section 1. Appointment and Reporting
- The Managing Director is appointed by the President and the Board of Directors.
- The Managing Director reports to the President on a contractual basis.
Section 2. Duties and Fiduciary Obligations
- The Managing Director operates under a fiduciary duty, holding a legal and ethical obligation to act in the best interest of the Association and its stakeholders.
- This fiduciary duty encompasses:
• Care,
• Loyalty,
• Good faith,
• Confidentiality, and
• Obedience, guiding all actions in managing the Association’s operations, resources, and relationships.
Section 3. Delegation and Accountability
- The Managing Director may delegate specific tasks to staff or third parties under their supervision.
- The Managing Director remains accountable for all actions conducted under their authority.
Section 4. Limitations and Compliance
- The Managing Director may not act outside approved budgetary or legal bounds.
- Any breach of budgetary or legal limits shall be subject to disciplinary action or termination in accordance with French employment law and internal governance procedures.
Section 5. Governance Status
- The Managing Director is not a member of the Board of Directors.
- The Managing Director does not carry a vote in any Board or Association deliberations.
ARTICLE XXI — CONTINENTAL DIRECTORS
Section 1. Representation and Board Membership
- The Continental Directors represent the following continental areas:
a. Africa and the Middle East (1 Director),
b. Americas (1 Director),
c. Asia (1 Director),
d. Europe (South, Central, and North) (3 Directors), and
e. Pacific Rim (1 Director). - Each Continental Director is a member of the Board of Directors and carries one (1) vote.
Section 2. Election and Term of Office
- Continental Directors are elected by the current National Society Members within their designated region or assigned region, as per the official and most current geographical list of members approved by the Association.
- Continental Directors are elected at the bi-annual Congress of the Association, alternating with the elections of the Executive Committee.
- The term of office for a Continental Director is four (4) years and may be renewed once.
- A Continental Director may serve a maximum of two (2) consecutive terms in this position.
- Further details regarding election procedures and eligibility are provided in Article 3.6.5 of the Standing Rules, which are binding and enforceable in conjunction with this Article.
Section 3. Duties and Responsibilities
- Continental Directors serve as the official representatives of:
• National Society Members,
• Associate Members (Chef Societies), and
• Affiliate Members within their respective regions. - Continental Directors shall notify the Board of Directors about all subjects important to the Association, including but not limited to:
• Professional matters,
• Training and educational initiatives,
• Organizing support, and
• New membership developments.
Section 4. Replacement and Interim Appointments
- In the event of resignation, death, or permanent incapacity of a Continental Director:
a. The current National Society Members of the respective region shall replace the Director at the Annual Continental Meeting, either in person or online, if held within four (4) weeks of the vacancy; or
b. If the Annual Continental Meeting is not held within the specified timeframe, replacement shall occur by majority vote, in person or in writing, of the National Society Members of the respective continent. - If a Continental Director is appointed mid-term as an interim replacement, their full four (4)-year term shall officially commence from the next Ordinary General Meeting vote.
- This clause precludes any circumvention of term limits via mid-term appointments.
Section 5. Voting Rights
- Each Continental Director holds one (1) vote as a full and equal member of the Board of Directors.
- Voting rights are:
• Indivisible,
• Non-transferable, and
• Exercised personally and exclusively by the duly elected Director. - Proxy voting or delegation of this voting right is not permitted under any circumstances.
ARTICLE XXII — IMMEDIATE PAST PRESIDENT
Section 1. Role and Membership
- The Immediate Past President automatically becomes a member of the Board of Directors upon completion of their term as President.
- The Immediate Past President assists and advises the Board of Directors, providing:
• Crucial institutional memory,
• Historical context, and
• Continuity across leadership transitions. - This appointment is for an ex officio and carries no voting rights.
- The Immediate Past President may not be removed from the Board except under conditions defined in the Association’s disciplinary or removal provisions.
Section 2. Advisory Functions
- The Immediate Past President may be invited to manage special tasks and projects for the Association at the discretion of the President or Board of Directors.
- Assignments may include but are not limited to:
• Chairing ad hoc committees,
• Representing the Association at external events, or
• Conducting internal reviews or negotiations. - This advisory role is non-executive and shall not interfere with the duties or authority of the current President.
Section 3. Term of Office
- The Immediate Past President shall serve in this role for a single term of four (4) years.
- No extensions, reappointments, or re-elections to this position shall be permitted.
ARTICLE XXIII — HONORARY LIFE PRESIDENT
Section 1. Eligibility and Conferral
- The title of Honorary Life President may be conferred upon a former President of the Association only with:
a. The prior written approval of the sitting President, and
b. The unanimous vote of the Board of Directors. - The conferral must be officially ratified during a duly convened General Meeting of the Association.
Section 2. Nature of the Title
- This title is honorary and constitutes a lifetime distinction in recognition of exceptional and distinguished service to the Association.
- At no time shall more than one (1) individual hold the title of Honorary Life President.
Section 3. Succession and Vacancy
- If the current Honorary Life President:
a. Is deceased,
b. Resigns the title in writing, or
c. It is removed under applicable provisions of the Articles or disciplinary rules,
then a successor may be nominated and appointed in accordance with this Article.
Section 4. Role and Authority
- The Honorary Life President may serve as a ceremonial figure and ambassador of the Association.
- The Honorary Life President may be invited to attend meetings or participate in events at the discretion of the President or the Board of Directors.
- The Honorary Life President shall not hold voting rights on the Board of Directors, the Executive Committee, or any other governing body.
- The Honorary Life President shall not exercise any executive, operational, or decision-making authority by virtue of this honorary title.
ARTICLE XXIV — BOARD OF DIRECTORS: COMPOSITION
Section 1. Composition
- The Board of Directors shall consist of:
• The Executive Committee,
• The Honorary Life President (if appointed), serving as a non-voting member in accordance with Article XXIII,
• The Immediate Past President, serving as a non-voting member in accordance with Article XXII, and
• Seven (7) Continental Directors representing their respective regions in accordance with Article XXI.
Section 2. Cessation of Office
- The duties of a member of the Board of Directors shall cease immediately and automatically upon the occurrence of any of the following:
a. Resignation, formally submitted in writing and accepted by the Board.
b. Cessation of membership of the Association, whether through voluntary withdrawal or administrative removal.
c. Unexcused absence from three (3) consecutive meetings of the Board of Directors, whether held in person or online, without valid justification as determined by the Board.
d. Removal by resolution of the Ordinary General Meeting, passed by a simple majority vote and based on reasonable cause, which must be duly recorded in the meeting minutes.
e. Dissolution of the Association, in which case the entire Board is automatically dissolved.
Section 3. Applicability
The provisions set forth in this Article shall apply equally to all categories of Board members unless explicitly stated otherwise elsewhere in these Articles of Association.
ARTICLE XXV — FUNCTIONING OF THE BOARD OF DIRECTORS
Section 1. Meetings
- The Board of Directors shall meet at least once per calendar year, either in person or online, at the initiative of the President.
- Additional meetings may be convened:
a. At the initiative of more than half of the Board members, provided the conditions outlined in the Standing Rules are met, or
b. At any other time, provided quorum and notice requirements set out in this Article and the Standing Rules are observed.
Section 2. Notice of Meetings
- Meetings shall be called in any written format at least fourteen (14) calendar days before the scheduled date.
- If all members of the Board are present, notice may be waived.
- The notice must specify:
• The date and time of the meeting,
• The method of the meeting (in-person or online), and
• The agenda, as set by the President or the member(s) convening the meeting.
Section 3. Recording and Quorum
- All meetings shall be duly recorded in accordance with these Articles and the Standing Rules.
- Decisions of the Board of Directors shall be valid only if more than half (50% + 1) of the voting members are present or represented.
- Members may be represented by another Board member through a written power of attorney submitted at least seven (7) days prior to the meeting.
- Each member may hold only one proxy for another member.
Section 4. Decision-Making
- Unless otherwise specified in these Articles or the Standing Rules, decisions are taken by majority vote of members present or represented.
- In the event of a tied vote, the President shall cast the deciding vote.
Section 5. Procedures
- Detailed procedures governing the operation, conduct, and protocols of Board meetings are set forth in the Association’s Standing Rules.
- Such procedures shall have full legal force and be binding on all Board members.
ARTICLE XXVI — POWERS OF THE BOARD OF DIRECTORS
Section 1. General Authority
- The Board of Directors is invested with the broadest possible powers to act on behalf of the Association and to approve all acts and transactions that are not expressly reserved to the General Meeting by French law or by these Articles of Association.
- The Board is responsible for defining and overseeing the main strategic directions, policies, and priorities of the Association.
Section 2. Fiduciary Duties
- The Board of Directors shall act at all times in the best interests of Worldchefs and its stakeholders.
- In performing its fiduciary duties, the Board shall foster trust, accountability, and transparency and contribute to the overall success, integrity, and credibility of the Association.
Section 3. Strategy, Policy, and Membership
- The Board shall define the general direction, policies, and priorities of the Association and may commission specialist reports or projects in accordance with the procedures set out in the Standing Rules.
- The Board shall review and decide upon applications for admission to membership and shall establish and apply rules governing the suspension or expulsion of members in accordance with applicable laws, these Articles of Association, and the Standing Rules.
Section 4. Assets and Financial Management
- The Board shall approve the acquisition, sale, or disposal of all movable property, goods, and financial assets belonging to the Association.
- The Board may authorize any repairs, construction, refurbishments, or fitting-out works required for the maintenance or development of the Association’s facilities and operations.
- All actions under this Section shall align with the Association’s objectives and financial policies and may be subject to additional procedures, thresholds, or controls as set out in the Standing Rules.
Section 5. Real Estate, Loans, and Guarantees
- With the prior authorization of the Ordinary General Meeting, the Board may:
a. Enter into leases and acquire any building necessary to achieve the purpose of the Association;
b. Grant leases or mortgages on the Association’s real estate holdings;
c. Sell or exchange such real estate holdings; and
d. Take out loans and grant guarantees as necessary to further the mission of Worldchefs.
Section 6. Communications and Public Outreach
- The Board shall define the strategic direction of the Association’s communications, branding, and public outreach initiatives.
Section 7. Budgetary and Financial Oversight
- The Board shall approve the annual budget and monitor its implementation.
- The Board shall review and approve the financial statements and reports for the completed fiscal year.
Section 8. General Meetings and Auditors
- The Board shall convene Ordinary and Extraordinary General Meetings and determine their agendas.
- Where necessary, the Board shall propose the appointment of incumbent and substitute Auditors to the General Meeting.
Section 9. Standing Rules and Delegation of Authority
- The Board shall approve the Standing Rules of the Association as provided under Article 32.
- The Board shall authorize acts and commitments that exceed the powers of the President and may delegate specific powers or missions to a Director or other delegate by formal resolution.
Section 10. Regulated Agreements
- The Board shall review and decide upon draft agreements referred to in Article L. 612-5 of the French Code of Commerce, as submitted to it by the President.
Section 11. Regional Representation
- The Board may appoint regional delegates or representatives empowered to act on behalf of the Association at the local or regional level and to promote its mission within defined global regions.
Section 12. Compensation and Expenses
- Members of the Board of Directors shall serve on a voluntary and unpaid basis.
- Reasonable expenses incurred in the execution of Board duties may be:
a. Reimbursed upon submission of valid supporting documentation; or
b. Advanced on the basis of an approved estimate or quotation, subject to verification by the Managing Director and appropriate Worldchefs staff. - All expense claims shall comply with the Association’s financial policies and procedures as set forth in the Standing Rules and shall be supported by valid documentation submitted following completion of the expense.
ARTICLE XXVII — DESIGNATED COMMITTEES
Section 1. Establishment and Purpose
- The Association may establish one or more Designated Committees to support its mission, promote specific areas of interest, and carry out tasks aligned with the objectives of the Association, as determined by the Board of Directors.
- All Designated Committees shall be governed by these Articles of Association and the Standing Rules.
Section 2. Appointment of Chairs and Members
- The President shall appoint the Chair and Members of each Designated Committee for a standard term of four (4) years.
- Such appointments shall be made following consultation with the Board of Directors, which shall provide a non-binding advisory opinion.
- Upon consultation with the Board of Directors, the President may extend the term of a Committee Chair or Member where operational needs, continuity, or organizational effectiveness so require. Any such extension shall be duly recorded in the official minutes.
Section 3. Nominations
- Continental Directors and Presidents of National Society Members are encouraged to submit nominations for committee membership from their respective regions and countries.
- Nominations shall be reviewed in accordance with eligibility requirements and procedures set forth in these Articles and the Standing Rules.
Section 4. Eligibility and Endorsement
- Appointment as a Committee Chair or Member requires confirmation that the nominee:
a. Is a current member in good standing of their National Society Member; and
b. Has been acknowledged by the President of their National Society Member, or an equivalent authorized officer, confirming eligibility based solely on objective criteria, including but not limited to membership status, compliance with codes of conduct, and the absence of unresolved disciplinary matters. - If a National Society Member President declines to endorse a nominee, such refusal must be accompanied by a written justification setting forth specific and verifiable reasons relating to eligibility.
- Any written justification shall be submitted to the President and the Board of Directors for review.
Section 5. Review of Disputes
- In the event of a dispute concerning a nominee’s eligibility or endorsement, the matter may be referred to a Review Panel.
- The Review Panel shall be composed of impartial members appointed by the Board of Directors, in accordance with procedures set forth in the Standing Rules.
- The Review Panel shall issue a recommendation to the President.
- The President may make a final decision on the appointment, subject to endorsement by the Board of Directors.
Section 6. Composition and Operating Rules
- The composition, structure, roles, responsibilities, and operating procedures of all Designated Committees shall be defined in the Standing Rules.
- The Standing Rules shall have binding authority over all committee operations.
Section 7. Authority and Reporting
- All Designated Committees shall operate under the authority of the President and the Board of Directors.
- Each committee shall report to the President and the Board of Directors on its activities, findings, and recommendations in accordance with the reporting requirements set forth in the Standing Rules or as otherwise directed.
ARTICLE XXVIII — DISTINGUISHED AWARDS AND RECOGNITION
Section 1. Purpose of the Distinguished Awards Program
- The purpose of the Distinguished Awards Program is to recognize individuals or organizations whose exceptional achievements, leadership, and service have significantly contributed to the advancement, reputation, and objectives of Worldchefs and the global culinary profession.
- All distinguished awards shall be governed by these Articles of Association and the Standing Rules and administered in a manner consistent with Worldchefs’ mission, values, and principles of integrity and transparency.
SUBSECTION I — HONORARY LIFE MEMBERSHIP
Section 2. Nature and Purpose
- Honorary Life Membership is the highest honor that may be conferred by Worldchefs upon an individual member.
- It recognizes sustained contributions of extraordinary merit that have significantly advanced the objectives, reputation, and global mission of Worldchefs.
- The purpose of this distinction is to acknowledge exceptional and enduring service, leadership, and dedication to Worldchefs and the international culinary community.
Section 3. Eligibility
- Nominees must be individual members in good standing who have demonstrated outstanding commitment and achievement over an extended period.
- Current members of the Board of Directors shall be ineligible for nomination during their term of office.
Section 4. Nomination and Selection
- Nominations may be submitted by:
a. A National Society Member;
b. A Continental Director; or
c. A member of the Board of Directors. - All nominations shall include a detailed record of the nominee’s service and accomplishments.
- The Honorary Life Membership Committee shall review all nominations and submit recommendations to the Board of Directors.
- Conferment of Honorary Life Membership shall require a unanimous vote of the Board of Directors.
Section 5. Privileges
- Honorary Life Members shall be exempt from the payment of membership dues.
- Honorary Life Members shall retain all rights and privileges of individual membership.
Section 6. Revocation
- The Board of Directors reserves the right to revoke Honorary Life Membership by unanimous vote if the recipient engages in conduct contrary to the values, ethics, or integrity of Worldchefs.
Section 7. Limitations
- The number of new Honorary Life Members appointed shall be determined based on either:
a. The total number of Worldchefs National Society Member countries; or
b. The number of years of Worldchefs’ existence,
whichever is greater.
SUBSECTION II — WORLDCHEFS ESCOFFIER MEDAL
Section 8. Purpose and Background
- The Worldchefs Escoffier Medal honors individuals of exceptional influence whose life’s work has significantly advanced the culinary arts and hospitality worldwide.
- The medal is named in tribute to Auguste Escoffier, the first Honorary Life President of Worldchefs, and symbolizes excellence, professionalism, and creativity.
Section 9. Nature of the Award
- The Worldchefs Escoffier Medal is an extraordinary distinction existing outside the criteria of Honorary Life Membership.
- It may be awarded to individuals who are not professional chefs and who may not be members of a Worldchefs-affiliated National Society Member.
Section 10. Eligibility
- Nominees must have:
a. Made a major and measurable impact on the global culinary or hospitality industry;
b. Demonstrated recognized influence, leadership, and advancement of the profession. - Membership in Worldchefs or professional chef status shall not be required.
Section 11. Nomination and Selection Procedure
- Nominations shall be submitted in writing to the Managing Director no later than six (6) months prior to a scheduled Worldchefs Congress.
- Nominations shall include a comprehensive biography, summary of achievements, and supporting documentation.
- The Managing Director shall compile all nominations and place them on the agenda of the final Board meeting preceding the Congress.
- Selection of a recipient shall require a unanimous vote from the Board of Directors.
- The successful nominee shall be notified in sufficient time to attend the Congress as an honored guest.
Section 12. Presentation and Recognition
- The medal and certificate shall be presented during a formal ceremony at the Worldchefs Congress.
- The recipient shall be invited as an official guest of Worldchefs and shall receive:
a. Full Congress registration;
b. Hotel and travel accommodations for the duration of the Congress. - Personal expenses, including but not limited to minibar, laundry, room service, or other incidentals, shall be borne by the recipient unless expressly pre-approved by the President.
- Recipients of the Escoffier Medal shall hold no voting rights within Worldchefs by virtue of this distinction.
SUBSECTION III — WORLDCHEFS MEDAL
Section 13. Purpose
- The Worldchefs Medal, formerly known as the President’s Medal, recognizes individuals who have made significant contributions within their countries or regions to advance the culinary arts, the profession, and the values of Worldchefs.
Section 14. Authority
- The Worldchefs Medal shall be conferred at the discretion of the President, subject to approval by the Board of Directors.
Section 15. Eligibility Criteria
- Recipients may include:
a. Individuals who have undertaken exceptional activities advancing the culinary arts or profession;
b. Professional chefs, educators, administrators, or supporters of the culinary industry;
c. Members or non-members of Worldchefs. - Recipients shall hold no voting rights within Worldchefs by virtue of this honor.
Section 16. Frequency and Limitations
- A maximum of seven (7) Worldchefs Medals may be awarded between Worldchefs Congresses.
- Unused medals shall not be carried forward.
- The President may present the medal at any Worldchefs Congress.
Section 17. Design
- The Worldchefs Medal shall be a medal-style insignia designed to be worn on the lapel of a jacket.
- The medal shall bear the Worldchefs insignia and an inscription recognizing the honor.
SUBSECTION IV — ADMINISTRATION AND GOVERNANCE
Section 18. Oversight and Recordkeeping
- The Awards Committee shall oversee the nomination and evaluation processes for all distinguished honors.
- The Awards Committee shall ensure integrity, confidentiality, and consistency with Worldchefs’ mission and values.
- All nominations, approvals, and awards shall be recorded and archived by the Managing Director.
- The Worldchefs Office shall maintain a permanent and up-to-date register of all award recipients.
Section 19. Amendments
- Criteria and procedures governing distinguished awards and recognition may be amended by a two-thirds (2/3) vote of the Board of Directors, unless a higher threshold is expressly required under these Articles.
ARTICLE XXIX — GENERAL MEETINGS: COMMON PROVISIONS
Section 1. Composition of General Meetings
- General Meetings shall comprise all members of Worldchefs.
- Only National Society Members in good standing, which are active and fully compliant with their subscription fees and other obligations prior to the General Meeting, shall be eligible to vote, in accordance with Article 7 (Membership).
Section 2. Voting Rights
- Each eligible National Society Member shall be entitled to one (1) vote.
- Voting rights shall be exercised in accordance with the procedures set forth in these Articles of Association and the Standing Rules.
Section 3. Representation of Legal Entities
- National Society Members that are legal entities shall be represented at General Meetings by:
a. Their acting legal representative; or
b. Another duly authorized person. - Such authorization must be notified to the Board of Directors in writing prior to the General Meeting.
- No vote may be cast by a representative without valid written authorization duly submitted in accordance with this Article and the Standing Rules.
Section 4. Convening of General Meetings
- General Meetings shall be convened by the President, in coordination with the Board of Directors, by written notice issued at least three (3) months in advance.
- General Meetings may be held in person, online, or in a hybrid format, as determined by the President and the Board of Directors.
- The notice convening the General Meeting shall specify:
a. The proposed date of the meeting;
b. The format of the meeting; and
c. The agenda, as determined by the President and the Board of Directors. - A General Meeting may also be convened at the initiative of one-quarter (1/4) of the Association’s National Society Members, in a format approved by the Board of Directors.
Section 5. Agenda Requests by Members
- When a General Meeting is convened at the initiative of one-quarter (1/4) of the National Society Members, those Members shall have the right to request the inclusion of specific agenda items.
- Such requests must be submitted in writing, accompanied by sufficient justification, and within the timelines established in the Standing Rules.
Section 6. Procedures and Governance
- All procedural matters relating to the convening, conduct, quorum, voting, and documentation of General Meetings shall be governed by these Articles of Association.
- Detailed procedures shall be further specified in the Standing Rules, which shall be binding on all members.
Section 7. Exceptional Circumstances
- In exceptional circumstances, including but not limited to public emergencies or global disruptions, the Board of Directors may authorize the holding of General Meetings by video conferencing and secure electronic voting platforms.
- Such measures shall be implemented in a manner that ensures full participation, transparency, and the integrity of the voting process.
ARTICLE XXX — ORDINARY GENERAL MEETINGS
Section 1. Convening of the Ordinary General Meeting
- The Ordinary General Meeting shall be convened every two (2) years during the bi-annual Congress of the Association.
- The Ordinary General Meeting may also be convened at any other time:
a. At the initiative of the Board of Directors; or
b. At the request of one-quarter (1/4) of the Association’s National Society Members in good standing. - Meetings may be held in person, online, or in a hybrid format approved by the Board of Directors, including video conferencing and secure electronic voting, particularly in response to exceptional or unforeseen circumstances.
Section 2. Elections
- During the Ordinary General Meeting, the National Society Members shall elect:
a. The President of the Association; and
b. The proposed members of the Executive Committee. - The term of office of the President and Executive Committee shall commence at the closing of the Congress during which they are elected.
- In alternate election cycles, the National Society Members of each Continent shall elect their respective Continental Directors in accordance with Article 21.
Section 3. Chairing and Reports
- The Ordinary General Meeting shall be chaired by the President or, in the absence of the President, by a designated representative.
- The Chair shall present a general review of the Association’s activities and current situation.
- The presentation shall include:
a. The annual accounts for the two (2) preceding fiscal years; and
b. Reports approved by or submitted to the Board of Directors and/or the Managing Director.
Section 4. Financial Matters
- The Ordinary General Meeting shall ratify the provisional budget presented by the Managing Director on behalf of the Board of Directors, or by a duly authorized designate.
- The Ordinary General Meeting shall grant discharge to the Directors for their financial and administrative management during the period under review, in accordance with applicable accounting standards and governance practices.
Section 5. Quorum
- Decisions of the Ordinary General Meeting shall be valid only if at least fifty-one percent (51%) of eligible National Society Members are present or represented, in person or by proxy.
- If quorum is not reached at the first convening, the meeting shall be reconvened no sooner than seven (7) days later, under the same notice conditions and with the same agenda.
- At the reconvened meeting, the Ordinary General Meeting may validly deliberate and decide regardless of the number of National Society Members present or represented.
Section 6. Decision-Making
- Unless otherwise specified in these Articles of Association, decisions of the Ordinary General Meeting shall be adopted by a majority of the voting members present or represented, defined as fifty percent (50%) plus one (1) vote.
ARTICLE XXXI — EXTRAORDINARY GENERAL MEETINGS
Section 1. Authority and Competence
- The Extraordinary General Meeting shall have exclusive authority to:
a. Amend the Articles of Association;
b. Dissolve the Association and determine the distribution of its assets;
c. Approve any merger; or
d. Approve any restructuring of the Association’s legal or organizational framework. - No other body of the Association shall have authority to decide upon the matters listed in this Section.
Section 2. Quorum
- Decisions of the Extraordinary General Meeting shall be valid only if at least fifty-one percent (51%) of eligible National Society Members are present or represented, in person or by proxy.
- If quorum is not reached at the first convening, the meeting shall be reconvened no sooner than seven (7) days later, under the same notice conditions and with the same agenda.
- At the reconvened meeting, the Extraordinary General Meeting may validly deliberate and adopt resolutions regardless of the number of members present or represented.
- This reconvening mechanism is intended to ensure the Association’s uninterrupted ability to resolve urgent structural or statutory matters.
Section 3. Voting and Majority Requirements
- Each eligible National Society Member shall be entitled to one (1) vote.
- Proxy representation shall be permitted in accordance with these Articles of Association and the Standing Rules.
- Resolutions of the Extraordinary General Meeting shall be adopted by a qualified majority of two-thirds (2/3) of the voting members present or represented, unless a higher threshold is required by applicable law.
ARTICLE XXXII — DISSOLUTION
Section 1. Appointment of Liquidators
- In the event of dissolution not resulting from a merger, the Extraordinary General Meeting shall appoint one or more liquidators.
- The liquidator(s) shall be responsible for managing the liquidation of the Association’s assets and liabilities in accordance with applicable laws and regulations.
Section 2. Allocation of Assets
- After settlement of all liabilities, the net assets of the Association shall be allocated by decision of the Extraordinary General Meeting to one or more non-profit-making associations or organizations of its choice.
- Such association(s) or organization(s) must:
a. Be legally established and operate in accordance with applicable law;
b. Pursue purposes that are identical, similar, related to, or aligned with the objectives of Worldchefs as defined in these Articles of Association; and
c. Include, where appropriate, charitable or public benefit institutions engaged in education, professional training, or international culinary development.
Section 3. Prohibition of Personal Benefit
- Under no circumstances shall any assets of the Association be distributed to its members, directors, officers, or representatives for personal gain.
ARTICLE XXXIII — STANDING RULES
Section 1. Purpose and Scope
- A Standing Rules document shall be developed and maintained to provide detailed provisions governing the internal operations, procedures, and implementation of these Articles of Association.
Section 2. Adoption and Authority
- The Standing Rules shall be drafted, adopted, and amended by the Board of Directors.
- The Standing Rules shall:
a. Be consistent with these Articles of Association; and
b. Be binding on all members, officers, committees, and governing bodies of the Association.
Section 3. Content of the Standing Rules
- The Standing Rules shall serve to clarify and operationalize the statutory and governance provisions of the Association, including but not limited to:
a. Governance procedures and elections;
b. Committee structures, mandates, and functions;
c. Membership categories, rights, and obligations;
d. Financial policies and protocols; and
e. Meeting formats, quorum requirements, and voting procedures.
Section 4. Hierarchy of Documents
- In the event of any conflict between the Standing Rules and these Articles of Association, the provisions of the Articles of Association shall prevail.
